Rrhi Sec 17-A 2020

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COVER SHEET

for
AUDITED FINANCIAL STATEMENTS

SEC Registration Number

A 2 0 0 2 0 1 7 5 6

COMPANY NAME

R O B I N S O N S R E T A I L H O L D I N G S , I N C

. A N D S U B S I D I A R I E S

Principal Office (No./Street/Barangay/City/Town/Province)


4 3 r d F l o o r , R o b i n s o n s E q u i t a b l

e T o w e r , A D B A v e n u e c o r n e r P o v

e d a S t s . , O r t i g a s C e n t e r , P a s i

g C i t y , M e t r o M a n i l a

Form Type Department requiring the report Secondary License Type, If Applicable

A A C F S C R M D N / A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number
info@robinsonsretailholdings.
com.ph
8635-0751 N/A

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)

44 Last Thursday of May December 31

CONTACT PERSON INFORMATION


The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number

Mylene.Kasiban@ 8635-0751 local


Mylene A. Kasiban 0998 840 4227
robinsonsretail.ph 214

CONTACT PERSON’s ADDRESS

43rd Floor, Robinsons Equitable Tower, ADB Avenue corner Poveda Sts., Ortigas Center, Pasig
City, Metro Manila
NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within
thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission
and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies
SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A, AS AMENDED

ANNUAL REPORT PURSUANT TO SECTION 17


OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended .........................................31 December 2020

2. SEC Identification Number ......................... A200201756

3. BIR Tax Identification No. ......................... 216-303-212-000

4. Exact name of issuer as specified in its charter .................................................................

ROBINSONS RETAIL HOLDINGS, INC.

5. Pasig City, Philippines .......................... 6. (SEC Use Only)


Province, Country or other jurisdiction of Industry Classification Code:
incorporation or organization

7. 43rd Floor, Robinsons Equitable Tower,


ADB Avenue corner Poveda Sts., Ortigas Center,
Pasig City
Metro Manila 1600
Address of principal office Postal Code

8. (632) 635-07-51..................................................................................................
Issuer's telephone number, including area code

9. Not Applicable.........................................................................................................................
Former name, former address, and former fiscal year, if changed since last report.

10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA

Title of Each Class Number of Shares of Common Stock Outstanding


and Amount of Debt Outstanding

Common shares 1,563,460,430


............................................................................................................................. ................

11. Are any or all of these securities listed on a Stock Exchange.

Yes [ / ] No [ ]

If yes, state the name of such stock exchange and the classes of securities listed therein:
PHILIPPINE STOCK EXCHANGE - COMMON SHARE

12. Check whether the issuer:

(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or Section
11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the
Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to
file such reports);

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Yes [ / ] No [ ]

(b) has been subject to such filing requirements for the past ninety (90) days.

Yes [ / ] No [ ]

13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate
market value shall be computed by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within sixty (60) days prior to the date of filing. If a
determination as to whether a particular person or entity is an affiliate cannot be made without involving
unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may
be calculated on the basis of assumptions reasonable under the circumstances, provided the assumptions are
set forth in this Form. (See definition of "affiliate" in “Annex B”).

Shares Held by Non- Market Value per


Affiliates as of December Share as of Total Market
31, 2020 February 28, 2021 Value
842,785,225 56.55 =47,659,504,474
P

DOCUMENTS INCORPORATED BY REFERENCE

15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of
SEC Form 17-A into which the document is incorporated:

(a) Any annual report to security holders;

(b) Any information statement filed pursuant to SRC Rule 20;

(c) Any prospectus filed pursuant to SRC Rule 8.1.

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TABLE OF CONTENTS

Page No.
PART I – BUSINESS AND GENERAL INFORMATION

Item 1 Business 4-29


Item 2 Properties 29-32
Item 3 Legal Proceedings 32
Item 4 Submission of Matters to a Vote of Security Holders 32

PART II – OPERATIONAL AND FINANCIAL INFORMATION

Item 5 Market for Registrant’s Common Equity and Related Stockholder Matters 32-35
Item 6 Management’s Discussion and Analysis or Plan of Operation 35-51
Item 7 Financial Statements 51
Item 8 Changes and Disagreements with Accountants on Accounting and Financial Disclosure 51

PART III – CONTROL AND COMPENSATION INFORMATION

Item 9 Directors and Executive Officers of Registrant 52-57


Item 10 Executive Compensation 57-59
Item 11 Security Ownership of Certain Record and Beneficial Owners and Management 59-61
Item 12 Certain Relationships and Related Transactions 61

PART IV – CORPORATE GOVERNANCE

Item 13 Corporate Governance 62-63

PART V – EXHIBITS AND SCHEDULES

Item 14 Exhibits and Reports on SEC Form 17-C 63


Item 15 Use of Proceeds 65

SIGNATURES 66

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES

INDEX TO EXHIBITS

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PART I – BUSINESS AND GENERAL INFORMATION

Item 1. Business

(A) Business Development

Robinsons Retail Holdings, Inc. was incorporated on February 4, 2002. The primary
purpose of the Company and its subsidiaries is to engage in the business of trading goods,
commodities and merchandise of any kind. The Company was listed at the Philippine Stock
Exchange on November 11, 2013.

Robinsons Retail Holdings, Inc. (RRHI) is one of the leading multi-format retail groups in
the Philippines. With 40 years of retail experience, it possesses a deep understanding of
Philippine consumers and enjoys market leading positions across its major business
segments. Since the opening of its first Robinsons Department Store in Metro Manila in
1980, RRHI has successfully expanded into five business segments, entering into the
supermarket business in 1985, the Do-It-Yourself (DIY) business in 1994, the
convenience store and specialty store businesses in 2000, and the drugstore business in
2012. It also launched Robinsons Townville, a chain of community malls in 2015, which
are located in residential areas to bring its products closer and its services more
convenient to its customers.

RRHI operates one of the broadest ranges of retail formats of any retail group in the
Philippines and, accordingly, is well-positioned to capture emerging consumer markets
and take advantage of the continuing macroeconomic growth in the Philippines,
particularly the increase in disposable income and higher consumption of the broad
middle-income segment, its key target market.

RRHI operates its supermarkets, department stores, consumer electronics and appliances
stores, big box hardware stores, and community malls under the Robinsons brand, namely
Robinsons Supermarket, Robinsons Easymart, Robinsons Department Store, Robinsons
Appliances, Robinsons Builders, and Robinsons Townville.

The company’s other store formats are under well-known international brands, namely
Handyman Do it Best, True Value, Toys “R” Us, Ministop, Daiso Japan; , Pet Lovers
Centre and No Brand, and beauty brands Benefit, Shiseido, and Elizabeth Arden.. RRHI
also operates trusted domestic brands, such as Savers Appliances, Southstar Drug, Rose
Pharmacy and TGP (The Generics Pharmacy) and mass merchandise store Super50.

In 2017, the Group included beauty brand Elizabeth Arden into its portfolio. In December
of the same year, RRHI acquired 20% minority stake in Taste Central Curators, Inc.,
which owns and manages Beauty MNL, a Philippine market leader in beauty e-commerce.
In 2019, the Company increased its stake to 30%.in Taste Central Curators, Inc.

In 2018, the Company acquired 100% of Rustan Supercenters, Inc., the grocery retail
operator of stores under Rustan’s Supermarket, The Marketplace, Shopwise, Shopwise
Express, and Wellcome, from Mulgrave Corporation B.V (MCBV), a wholly-owned
subsidiary of Dairy Farm International Holdings, Ltd. It also engaged in a franchise
license agreement with Singapore-based Pet Lovers Centre in its foray into pet retail.
Adding to its investments in technology, the Company, through a subsidiary, also invested
in Growsari, an online platform that caters to sari-sari store owners.

In 2019, RRHI was appointed exclusive franchisee for Korean grocery store No Brand
and skincare Scentence of E-Mart in South Korea. RRHI also opened Super50 in the same
year, a one-price concept store, in partnership with Pesotree.

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In 2020, RRHI, through its subsidiary, SSDI acquired 100% of Rose Pharmacy, Inc.
which operates over 300 stores strategically located in Visayas and Mindanao.

The Company launched the Robinsons Rewards Loyalty program in May 2013. The
loyalty program allows members to collect and redeem points across the Robinsons
formats, is intended to increase customer loyalty and also to enhance the Company’s
brand image through a physical card, and a mobile app launched in 2019. Robinsons
Rewards enables the Company to gather data on customer profiles in terms of their
demographics, purchasing patterns, and product preferences through data analytics, all the
while safeguarding consumer data and privacy. Starting January 1, 2020, the management
and operation of the loyalty programme has been transferred to DAVI, a related party.

A number of the company’s formats also engage in e-commerce through partnerships with
major third-party e-commerce players. The following formats are present in Lazada:
Robinsons Appliances and Savers Appliances (2015), Handyman Do it Best and True
Value (2017), Robinsons Department Store and Toys ‘R’ Us (2018), and Pet Lovers
Centre (2020). In addition, the following formats are present in Metromart: Robinsons
Supermarket (2018), Southstar Drug, The Marketplace, and Shopwise (2019), and No
Brand and Pet Lovers Centre (2020).

Other partners include Shopee for Robinsons Appliances (2018), Daiso Japan (2019), and
Toys ‘R’ Us (2020). Robinsons Supermarket is also present in GrabMart and Pickaroo, in
from 2019 and 2020, respectively. Lastly, Ministop partnered with GrabFood in 2019.

In 2020, RRHI accelerated its ecommerce initiatives by launching its own ecommerce
sites, namely gorobinsons.ph, southstardrug.com.ph and robinsonsappliances.com.ph. Go
Robinsons currently houses grocery items from Robinsons Supermarket with more
banners being added on the platform to provide more convenience, ease and product
diversity to customers.

The Company has not been into any bankruptcy, receivership or similar proceedings since
its incorporation.

Acquisitions by RRHI’s subsidiaries


On November 23, 2018, RRHI acquired 100% stake in Rustan Supercenters, Inc., operator
of food retail banners The Marketplace, Rustan’s Supermarket, Shopwise (hypermarket),
Shopwise Express, and Wellcome.

On February 27, 2018, RI and Pesotree incorporated Super50, a company engaged in the
business of retail and wholesale goods with paid-up capital amounting to P
=30.0 million.
RI’s ownership interest in Super50 is 51.0%.

On February 22, 2018, RHMI incorporated RLSI, with a total subscription amounting to
=62.50 million, of which, P
P =50.00 million was paid. RLSI is primarily engaged in the
business of trading goods, commodities and merchandise of any kind.

On October 16, 2020, RRHI, through its subsidiary South Star Drug, Inc., acquired 100%
stake in Rose Pharmacy, Inc., a leading drugstore chain in Visayas and Mindanao, from
Mulgrave Corporation B.V (MCBV), a wholly-owned subsidiary of Dairy Farm
International Holdings, Ltd.

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The percentage contribution to the Company’s revenues for each of the three years ended December
2018, 2019, and 2020 by each of the Company’s business segments after elimination are as follows:

For the years ended December 31


2018 2019 2020

Supermarket 47.0% 54.3% 62.3%


Department store 13.4% 11.1% 5.6%
DIY Store 10.5% 8.8% 7.5%
Convenience store 4.7% 4.1% 3.2%
Drug store 11.9% 10.9% 12.6%
Specialty segment 12.5% 10.8% 8.8%

The Company ended 2020 with 2,157 stores with total gross floor area of 1.48 million
square meters.

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(B) Business of Issuer
The industry segments where the Company and its subsidiaries and affiliates operate are summarized below:

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(a) Description of the Registrant

(i) Principal Products and Services. The Company’s core retail operations has six
business segments — supermarkets, department stores, DIY stores, convenience
stores, drug stores and specialty stores:

• Supermarkets. Targeting the broad middle-income market, the supermarkets are operated
under the Robinsons Supermarket brand name, The Marketplace, Showpise and Easymart.
Robinsons Supermarket Corporation (RSC) is the first major supermarket chain in the
Philippines specifically positioned with a focus on health and wellness, which is the key
point of differentiation from competitors. RSC actively encourages consumers to adopt a
healthy lifestyle by providing a wide range of high quality health and wellness products.
Such products are given a specifically allocated section within each of the supermarket
stores and are made highly visible to customers. RSC uses nutritional labels to highlight the
nutritional values of such products, which are consistent with the standards of the Food and
Nutrition Research Institute of the Philippines (“FNRI”). The FNRI evaluates and accredits
the nutritional contents of all RSC’s food products following the internationally-accepted
CODEX Standards of Nutrition Classification. All healthy products are promoted in the
stores and gondolas through the Green Shelf Tag labeling system. RSC’s unique focus on
providing health and wellness products will enable it to benefit from the trend towards
healthier foods and lifestyles. Furthermore, it partners with the Best Fresh suppliers with
proven expertise, resources and nationwide retail capability to ensure a consistent supply of
high quality and nutritional fresh food products at affordable prices.

Robinsons Supermarket currently has five private label brands, namely Robinsons
Supersavers, Breeder’s Choice Dog Food, Nature’s Pure, Healthy You, and Butcher’s
Choice which carry a range of products from both local and foreign manufacturers.

On the other hand, The Marketplace serves the upscale grocery retail market, offering both
imported and locally-sourced premium products, while Shopwise operates as a hypermarket
with a wide assortment of food and non-food items. Both banners feature the private label
Sure Buy and exclusive category brands from Dairy Farm International, such as Meadows,
Southdale Farm, Simply Living, French Cellars, Winemakers Reserve, among others.

• Department Stores. The department stores are operated under the Robinsons Department
Store (RDS) brand name and offer a large selection of both local and international branded
products that are grouped into five categories: (i) toys, children’s apparel and accessories,
(ii) homes, snacks and stationery; (iii) shoes, bags, luggage and sportswear, (iv) ladies’
apparel and accessories, beauty and intimate apparel; and (v) men’s apparel, accessories
and furnishings. RDS is focused on catering to middle-income customers and approximately
87.6% of Robinsons Department Stores’ sales for 2020 are on consignment basis.

• DIY Stores. The DIY stores are operated under the brand names Handyman Do it Best and
True Value, of which the Companies are cooperative member-retailers in the Philippines
from these US DIY brands and the big box formats under Robinsons Builders (rebranded
from A.M. Builders’ Depot) and De Oro Pacific Home Plus, which were acquired in 2014
and 2016, respectively. Each brand has its own specialized positioning, with Handyman Do
it Best focused on affordable, high quality DIY and home improvement products; True
Value positioned as an up market lifestyle home center; and Robinsons Builders/Home Plus
focused on home builders. In 2020, around 55.8% of DIY store segment revenue was
derived from sales of consigned merchandise.

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• Convenience Stores. The Company is the exclusive Philippine master franchisee of


Ministop Japan. Ministop began operations in the Philippines in 2000 and is a franchise of
Ministop Co. Ltd., one of the largest convenience store chains in Japan. Revenue is
generated through selling of merchandise to franchisees. Ministop’s key strength is its
ability to provide fresh and ready-to-eat food for its customers.

• Drug stores. In July 2012, wholly-owned subsidiaries of RRHI RSC and Robinsons Inc.
(now merged in RSC) each acquired a 45% interest in South Star Drug, Inc.(SSDI). The
acquisition represents a 90% interest on the shares of stock of SSDI. South Star Drug carries
a wide range of prescription and over-the-counter pharmaceutical products together with a
range of food, personal care and other products. On May 17, 2016, SSDI acquired 51.00%
of TGP Pharma, Inc. On October 16, 2020, SSDI acquired 100% of Rose Pharmacy, Inc.

• Specialty Stores. Currently, the Company operates eight formats of specialty stores, namely:
1) toys and juvenile products retail under Toys “R” Us; 2) consumer electronics and
appliances stores operated under Robinsons Appliances and Savers Appliance Depot 3)
beauty brands Shiseido, Benefit, Elizabeth Arden; 4) mass merchandise stores under Daiso
Japan and Super50 6) pet retail under Pet Lovers Centre; and 7) Korean hard discount store
No Brand.

In February 2020, RRHI divested its stake in Chic Centre Corporation, distributor of nail
products and slush beverages. As of end 2020, the Company also ceased operations of the
majority of its stores under international fashion retail brands Topshop, Topman, Dorothy
Perkins, Warehouse, and Burton Menswear London, after its principals entered into
Administration (Chapter 11).

• The Company, as of end of 2020 has 2,157 stores, consisting of 264 supermarkets, 49
department stores, 225 DIY stores, 472 convenience stores, 829 drug stores and 318
specialty stores. This excludes 2,025 TGP franchised stores. Of the total stores, 457 of these
stores are located in Metro Manila, another 1,059 located in Luzon (outside Metro Manila)
and with the balance situated in the Visayas and Mindanao regions.

(ii) Significant Subsidiaries. As of December 31, 2020, Robinsons Retail Holdings,


Inc. (RRHI) has nine wholly-owned subsidiaries and eighteen partly-owned
subsidiaries in which RRHI’s ownership allows it to exercise control, all of which
are consolidated with the Group’s financial statements.
Key details of each of RRHI’s subsidiary companies are set forth below.

1. Robinson’s Supermarket Corporation. Robinson’s Supermarket Corporation


(RSC) was incorporated in the Philippines and registered with the SEC on
August 21, 1990. RSC is 100% owned by RRHI. RSC’s principal business is
to engage in the business of buying, selling, distributing and marketing at
wholesale and retail.

2. Robinson’s Handyman, Inc. Robinson’s Handyman, Inc. (RHMI) was


incorporated in the Philippines and registered with the SEC on June 15, 1994
primarily to engage in the business of trading goods, commodities and
merchandise of any kind. RHMI is 80% owned by RSC.

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3. Robinsons True Serve Hardware Philippines, Inc. Robinsons True Serve


Hardware Philippines, Inc. (RTSHPI) was incorporated in the Philippines and
registered with the SEC on February 19, 2007, primarily to engage in general
hardware business, both retail and wholesale. The Company started
commercial operations on March 1, 2007. RTSHPI is 66.67% owned by RHMI.

4. Waltermart-Handyman, Inc. Waltermart-Handyman, Inc. (WHI) was


incorporated in the Philippines and registered with the SEC on July 15, 1996
primarily to engage in the business of trading goods, commodities and
merchandise of any kind. WHI is 65% owned by RHMI.

5. Handyman Express Mart, Inc. Handyman Express Mart, Inc. (HEMI) was
incorporated in the Philippines and registered with the SEC on April 13, 2000.
The Company is engaged in the business of trading goods, commodities and
merchandise of any kind. HEMI is 65% owned by RHMI.

6. RHI Builders and Contractors Depot Corp. RHI Builders and Contractors
Depot Corp. (RHIB) was incorporated in the Philippines and registered with
the SEC on May 7, 2014. The Company is engaged in the business of trading
goods, commodities and merchandise of any kind. RHIB is 67% owned by
RHMI.

7. Homeplus Trading Depot, Inc. was incorporated in the Philippines and


registered with the SEC on May 4, 2016. The Company is engaged in the
business of trading goods, commodities and merchandise of any kind. HPTDI
is 75% owned by RHIB.

8. Robinsons Appliances Corp. Robinsons Appliances Corp. (RAC) was


registered with the SEC on August 21, 2000. RAC’s principal business is to
engage in the business of trading goods such as appliances on wholesale or
retail basis. RAC is 67% owned by RSC.

9. Robinsons Convenience Stores, Inc. Robinsons Convenience Stores, Inc.


(RCSI) was registered with the SEC on March 15, 2000. Its primary purpose
is to engage in the business of acquiring and granting licenses and/or rights to
proprietary marks, trademarks, trade names, patents, copyrights, know-how,
technology, processes, methods, techniques, devises, systems and the like. The
Company is also engaged in the business of trading of goods, such as food and
non-food, on a wholesale basis. RCSI is 59.05% owned by RI.

10. South Star Drug, Inc. South Star Drug, Inc (SSD) is a trading company
incorporated and registered with the SEC on November 24, 2003. Its primary
purpose is to carry on the business of pharmacy, selling all kinds of drugs,
medicines, medical equipments, and all other items. SSDI is 45% owned by RI
and 45% owned by RSC.

11. Rose Pharmacy, Inc. Rose Pharmacy Inc. (RPI) was incorporated and
registered with the SEC on December 13, 1974 primarily to engage in the
business of trading medical and pharmaceutical goods, on either wholesale or
retail basis. RPI is 100% owned by RRHI through its subsidiary SSDI.

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12. TGP Pharma, Inc. - TGP Pharma, Inc. (TGPI) was incorporated and registered
with the SEC on September 15, 2010. TGPI is 51% owned by RRHI through
its subsidiary South Star Drug, Inc. TGPI’s principal business is to engage in
the trading of goods such as pharmaceutical products, food supplements,
cosmetics and general merchandise on wholesale or retail basis.

13. The Generics Pharmacy Inc. – The Generics Pharmacy Inc. (TPI) was
incorporated and registered with the SEC on February 27, 2007. The Company
is 100% owned by TGP Pharma Inc. TPI’s principal business is to engage in
the trading goods such as pharmaceutical products, food supplements,
cosmetics and general merchandise on wholesale or retail basis.

14. Everyday Convenience Stores, Inc. Everyday Convenience Stores, Inc.


(ECSI), wholly owned by RRHI and was incorporated in the Philippines and
registered with the SEC on August 8, 2000. Its primary purpose is to engage in
the business of trading goods, commodities and merchandise of any kind.

15. Robinsons Daiso Diversified Corp. Robinsons Daiso Diversified Corp.


(RDDC) is a domestic corporation organized under the laws of the Philippines
to engage in the business of retail and wholesale of goods. The Company was
incorporated and registered with the SEC on July 16, 2008. The Company
started commercial operations on April 29, 2009. RDDC is 90% owned by
RRHI.

16. RHD Daiso-Saizen, Inc. RHD Daiso-Saizen, Inc. (RHDDS) was organized
and registered with the SEC on November 29, 2011. The primary purpose of
the Company is to engage in the business of trading of goods such as food and
non-food on wholesale basis and acquiring and franchising licenses, and/or
rights to propriety marks. RHDDS is 59.40% owned by RRHI.

17. Robinsons Ventures Corporation. Robinsons Ventures Corporation was


incorporated and registered with the SEC on August 5, 1996 to engage in the
business of trading goods, commodities wares and merchandise of any kind
and description. The Company is a majority owned subsidiary of Robinsons
Supermarket Corporation.

18. RHMI Management and Consulting, Inc. RHMI Management and


Consulting, Inc. was incorporated on May 27, 2013. Its primary purpose is to
provide client companies, individuals, businesses or organizations,
professional management advise and subject matter expertise in areas of
finance, taxation, information technology, human capital, procurement, supply
chain and others except management of funds, securities, portfolios, and other
similar assets of the managed company or entities. The Company is wholly
owned by RRHI. As of December 31, 2020, The Company has not yet started
commercial operations.

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19. RRHI Management and Consulting, Inc. RRHI Management and Consulting,
Inc. was incorporated on May 27, 2013. Its primary purpose is to provide client
companies, individuals, businesses or organizations, professional management
advise and subject matter expertise in areas of finance, taxation, information
technology, human capital, procurement, supply chain and others except
management of funds, securities, portfolios, and other similar assets of the
managed company or entities. The Company is wholly owned by RRHI. As of
December 31, 2020, the Company has not yet started commercial operations.

20. RRG Trademarks and Private Labels, Inc. RRG Trademarks and Private
Labels, Inc. was incorporated on May 23, 2013. Its primary purpose is to
engage in the management and franchise of trademarks, brands and labels in
the retail sector, provided, it shall not engage in the management of funds,
securities, portfolios, and other similar assets of the managed company or
entities. The Company is wholly owned by RRHI. As of December 31, 2020,
the Company has not yet started commercial operations.

21. RRHI Trademarks Management, Inc. RRHI Trademarks Management, Inc.


was incorporated on May 23, 2013. Its primary purpose is to engage in the
management and franchise of trademarks, brands and labels in the retail sector,
provided, it shall not engage in the management of funds, securities, portfolios,
and other similar assets of the managed company or entities. The Company is
wholly owned by RRHI.

22. Savers Electronic World, Inc. Savers Electronic World, Inc. (SEWI), was
incorporated and registered with the SEC on March 4, 2015. Its primary
purpose is to engage in the business of trading goods such as appliances on
wholesale or retail basis. Its primary competence is institutional sales. SEWI is
90% owned by RI.

23. New Day Ventures Limited. The Parent Company acquired New Day Ventures
Limited to engage in business of investment holding.

24. Robinsons Lifestyle Stores, Inc. Robinsons Lifestyle Stores, Inc. (RLSI) was
incorporated and registered with the SEC on February 22 ,2018. Its primary
purpose is to engage in the business and wholesale of goods. RLSI is 100%
owned by RHMI.

25. Super50 Corporation. Super50 Corporation was incorporated and registered


with the SEC on March 23 ,2018. Its primary purpose is to engage in the
business and wholesale of goods. Super 50 is 51% owned by RI.

26. Jose M. Barreto, Sr. Holdings Corporation The company was incorporated
and registered with the SEC on January 19, 2005. Its primary purpose is to
acquire, hold, sell, exchange, deal and invest in stocks, bonds, securities and in
real and personal properties of all kinds. It is 100% owned by RSC.

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(iii) Foreign Sales. The Company has no record of foreign sales as it is not exporting
any of its merchandise abroad.

(iv) Distribution Methods. The Company relies significantly on distributors, third-


party service providers and the distribution networks of its multinational suppliers
for transportation, warehousing and the delivery of products to its stores. The
majority of its merchandise is delivered to the distribution centers by its suppliers
and from the distribution centers to its stores by third-party service providers.

The Company manages a strong and efficient supply chain that features just-in-time
delivery. Many of its distribution centers employ a cross-docking system, where all
non-perishable goods received from suppliers are sorted, consolidated and
dispatched to the stores in Metro Manila within one to five days, and within three
to ten days of their receipt in Visayas and Mindanao, depending on the business
segment. This reduces stocking requirements and permits the faster delivery of
products.

Some of its business segments, such as the supermarket, DIY and specialty stores
(particularly toys and juvenile products), also employ a stock operation system
equipped to handle high turnover and bulk items. For example, the supermarket
segment implements a stock operation system for all top-tier vendors. An average
of two weeks inventory of goods is ordered to be stocked and stored in the
warehouse.

Distribution planners make daily plans for replenishment and delivery of the goods
to stores to ensure that stores do not run out of the key items supplied by the top-
tier vendors. With the stock operation system, the distribution centers are able to
supply the stores regularly with top-selling SKUs with expediency at low inventory
carrying cost.

The Company engages third-party service providers to provide trucking and


shipping services to ensure timely delivery of merchandise from distribution centers
to stores across the Philippines. Some suppliers also deliver products directly to the
stores.

To operate its large-scale business efficiently and effectively, its operations are
supported by advanced information technology systems. Its world-class
management information systems include a merchandise management system from
JDA Software Group Inc., and an advanced ARC merchandise analytics solutions
system from Manthan Systems, Pvt. Ltd. These systems allow the Company to
analyze and optimize merchandise performance, make proactive decisions on its
day-to-day operations and provide the ability to quickly and efficiently respond to
changes in customer trends.

The Company uses warehouse management systems to ensure on-time delivery and
sufficient stock in stores, thus optimizing inventory levels across its distribution
centers and store network. Further, the Company utilizes financial and asset
management systems from SAP AG.

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The Company also deploys a POS and Loyalty system from the National Cash
Register Corporation (NCR), and has a sophisticated supplier portal system that
allows them to collaborate with its suppliers. Through this system, suppliers may
have access to its database providing them with the ability to manage their own
inventory, ensure high service levels and facilitate more targeted marketing
activities.

(v) New Products and Services. In May 2013, the Company introduced the Robinsons
Rewards Card, a loyalty card that allows holders to redeem accrued points across
its retail formats. As of the end of 2020, Robinsons Rewards Cards was already
accepted in most of the Company’s formats except Savers Appliances, and TGP.
The Robinsons Rewards loyalty program is a powerful tool to increase customer
retention across all formats and was launched as a mobile app platform in 2018.
Starting January 1, 2020, the management and operation of the loyalty programme
has been transferred to DAVI, a related party.

In 2018, RRHI signed franchise license agreement with Pet Lovers Centre Ltd for
the retailing of pet products and services.. It also entered a joint venture to launch
mass merchandise store Super50.

In 2019, RRHI, through a subsidiary, signed franchise license agreement with


EMart of Korea to operate stand-alone hard discount store No Brand and skin care
store Scentence inside Robinsons Department Store – Beauty Section.

In 2020, RRHI, through a subsidiary, acquired Rose Pharmacy, Inc., a leading


drugstore chain in Visayas and Mindanao, from Mulgrave Corporation B.V
(MCBV), a wholly-owned subsidiary of Dairy Farm International Holdings, Ltd.

(vi) Competition. The Company competes principally with national and international
operators retail chains in the Philippines, such as SM Investments, Puregold Price
Club Inc., Metro Retail Stores Group, Ace Hardware, Mercury Drug Corporation,
and 7-Eleven, among others. Each of these competitors competes with the
Company on the basis of product selection, product quality, acquisition or
development of new brands, customer service, price, store location, presence in e-
commerce space, or a combination of these factors.

• Supermarkets. The Philippine food retail market has become increasingly


competitive in recent years. Robinsons Supermarket primarily competes with
modern retail operators, including hypermarkets, supermarkets, convenience stores
and local grocery stores, on the basis of location, store ambiance, presentation,
price, supply chain and additional benefits such as loyalty programs. Main
competitors as of 2020 are SM Retail, Puregold Price Club and Metro Retail Stores
Group. Similar to Robinsons Supermarket, these retail chains have an established
presence in the Philippines and continue to open supermarkets in the same cities,
and often in the same neighborhoods where the Company has opened or intend to
open its supermarkets. Combined with RSCI, RRHI’s position as the third largest
grocery retail player is enhanced and offers new prospects for synergies.

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Robinsons Supermarket currently has five private label brands, namely Robinsons,
Breeder’s Choice Dog Food, Nature’s Pure, Healthy You, and Butcher’s Choice
which carry a range of products from both local and foreign manufacturers. On the
other hand, The Marketplace serves the upscale grocery retail market, offering both
imported and locally-sourced premium products, while Shopwise operates as a
hypermarket with a wide assortment of food and non-food items. Both banners
feature the private label Surebuy and exclusive category brands from Dairy Farm
International, such as Meadows, Papa Alfredo, Simply Living, French Cellars,
Winemakers Reserve, among others.

• Department stores. The Philippines’ department stores industry is dominated by a


few operators. RDS competes with major department store operators such as SM
Retail, Metro Retail Stores Group, Landmark and Rustan’s on the basis of location,
brand recognition, store image, presentation, price, understanding of fashion trends
and market demand and value-added customer services. Each of the competing
department store chains has an established presence in the Philippines and has the
same target market of middle and upper middle-income consumer segments.

• DIY stores. The market for DIY and related products in the Philippines is highly
competitive and fragmented. Retailers are largely classified into stand-alone big-
box operators, mall-based DIY retailers and traditional hardware retailers.

For the mall-based formats Handyman Do it Best and True Value, the Company
believes that its direct competitor is Ace Hardware, which has comparable scale of
operations. They compete with Ace Hardware primarily on the basis of product
selection, price, promotions and customer service.

For the big-box hardware format, Robinsons Builders and Home Plus have a strong
presence in the Visayas and Cagayan de Oro and it is directly competing against
Citi Hardware which has a strong foothold in Visayas and Mindanao. The Company
believes that it competes well against Citi Hardware in terms of brand assortment
of hardware and construction products, quality merchandise, price, store location,
marketing promotions and after-sales services against Citi Hardware. Robinsons
Builders and Home Plus also compete with Wilcon Depot. Wilcon’s network is
concentrated in Metro Manila and Luzon, but it has begun to expand farther south
of the Philippines, with stores in Cebu, Negros, Iloilo, Agusan del Norte, Davao
and in other provinces.

Generally, the Company believes that competition in the DIY market is based
broadly on pricing, delivery, brand recognition, quality, after sales services and
availability of products. It also believes that it competes favorably with respect to
most of these factors.

• Convenience stores.
Ministop faces direct competition from other chains of convenience stores,
supermarkets and other retail outlets. With respect to their ready-to-eat products,
Ministop also competes with other providers of these products, such as fast-food
restaurants.

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The Company’s primary convenience store competitors are 7-Eleven, Alfamart,


Family Mart and Lawson. Philippine Seven Corp, the operator of the 7-Eleven
chain, is the largest convenience store chain in the Philippines. Alfamart, operated
by the SM Group, offers similar goods and services in 24/7 minimart format.
Mercury Drug also competes in the CVS space, as it is shifting its merchandise mix
to include more daily essentials and impulse buy products alongside its primary
pharmacy business. Some Mercury Drug stores also operate 24/7.

The Company competes for customers primarily on the basis of store location and
product assortment and quality.

• Drugstores. The drug store industry in the Philippines is intensely competitive.


Southstar Drug and Rose Pharmacy primarily competes with other retail drug store
chains, such as Mercury Drug and Watson’s . TGP likewise competes with
Generika Drugstore and small independent pharmacies. Increasingly as well, the
Company faces competition from discount stores, convenience stores and
supermarkets as they increase their offerings of non-pharmaceuticals items, such as
food and personal care products.

• Specialty stores.
Toys “R” Us. Toys “R” Us is the second largest toys retailer after Toy Kingdom.
Toys “R” Us competes with Toy Kingdom on the basis of its strong brand name
and store recognition. With its line of affordable but quality private labels and
exclusive products, Toys “R” Us offers a complete and differentiated product
offering to its shoppers.

Robinsons Appliances and Savers Appliances. Robinsons Appliances competes


with SM Appliances, Abenson and Anson’s in the retail appliance
space. Robinsons Appliances offers a wide range of home appliances and
consumer electronics along with services such as delivery, installation, and
payment services to support its customers’ needs.

Savers Appliances has an established institutional sales channel, servicing


corporate and bulk appliance needs mainly in Metro Manila, North and Central
Luzon. It offers various industrial and commercial capacity appliance products
such as system air-conditioning, refrigeration and ventilating equipment supported
by delivery, installation and after sales services.

Mass Merchandise. Daiso Japan and Japan Home Center are currently the major
players in the one-price discount stores operators in the Philippines. New
competitors include Miniso and Mumuso, which share a similar target market
through Japanese-style merchandise and store brandingWith the company’s
exclusive partnership with Daiso Industries Co. Ltd. of Japan, the stores are able to
offer a broad range of authentic Daiso merchandise that boasts of product quality
and aesthetic appeal at affordable prices starting at P88. On the other hand, Super50
competes at a lower price point, which is P50.

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Beauty Division. The Beauty Market (cosmetics and skin care) in the Philippines is
very dynamic, with each retailer racing against each other for variety and a strong
commercial presence. Competition is likewise coming from large international
beauty companies which are setting up stand-alone stores in major malls aside from
locating inside department stores (for example, MAC, Clinique, Lancome, Dior).

Pet Lovers Centre. Pet Lovers Centre competes with other pet retailers, such as Pet
Express, and Dogs and the City, in terms of services and assortment, primarily pet
supplies.

(vii) Suppliers. Revenue is derived substantially from direct sales and sales of consigned
merchandise, and the success depends on the ability to retain and attract new
suppliers and consignors on favorable terms. The sourcing of products is dependent,
in part, on the relationships with the suppliers. The Company maintains long-
standing working relationships with a broad range of national and multinational
suppliers across all business segments.

Supermarkets. With over 2,000 regular suppliers as of 2020, Robinsons


Supermarket’s supplier base is diversified between local suppliers such as San
Miguel Corp. and Universal Robina Corporation (URC) and multinational
corporations such as Nestle Philippines, Unilever and Procter & Gamble.
Robinsons Supermarket’s top five suppliers together accounted for 27.6%, 24.8%
and 22.8% of the net sales in 2018, 2019 and 2020, respectively

Department Stores. For outright sales, Robinson Department Store sources and sells
its own direct-purchase merchandise in its stores. Most of its outright sales consist
of beauty and personal care, household merchandise and children’s apparel. RDS’
outright sales include a private label named Essentials that carries paper products.
It has also strengthened sourcing for home and children’s departments, thus adding
more offerings to customers. As of 2020, Unilever, L’Oreal, Mondelez Phils.,
Procter & Gamble, Brandlines (Nivea) and Johnson & Johnson were some of RDS’
largest outright sales suppliers.

DIY Stores. For outright sales, the Company sources the DIY and other products at
favorable terms primarily from large-scale local suppliers and from over 500
foreign vendors accredited by Do it Best Corporation and True Value. For the big-
box format, it also sources its tiles, sanitary wares, wood, among others, from
foreign vendors based in the Asia-Pacific region. The Company does not believe
that it relies on any single supplier or group of suppliers for any of its products.

Convenience Stores. To effectively satisfy customer preferences, the Company has


established working relationships with over 200 regular suppliers as of 2020. The
supplier base is diversified from large local suppliers such as Globe, URC and San
Miguel Corp; smaller local suppliers for Ministop’s ready-to-eat and private label
products; to multinational corporations such as Coca Cola, Phillip Morris Phils and
Unilever Phils. Ministop selects its suppliers using a number of criteria, including
customer preferences, suppliers’ capacity to serve all Ministop stores, product
assortment and quality, brand reputation, business plans and budgets and
compliance with Ministop’s commercial principles. The Company believes that the
business as a whole is not dependent on any single supplier.

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Drug Stores. Southstar Drug and Rose Pharmacy source pharmaceutical products
from over 380 suppliers, such as United Laboratories, GSK , Pascual Laboratories,
Natrapharm, , Abbot Nutrition, Boehringer, Intermed Marketing and Sanofi. SSD’s
top five largest pharmaceutical suppliers accounted for 58.9% of the total purchases
in 2020, 31.0% of the total purchases in 2020 and 30.8% in 2019. The Company
only accepts products which are FDA-certified in the Philippines and ensures that
the products it carries come from reputable and known manufacturers and
companies. The Company sources non-pharmaceutical products from over 300
established suppliers and providers, such as Unilever, P&G, Nestle, Wyeth
Nutritional and Mead Johnson.

The Generics Pharmacy. TGP sources generic and branded medicines from
established distributors and toll-manufacturers that produce private label generic
medicines for the Company. TGP selects its partners using a number of criteria,
including quality, affordability and capacity to serve the Company’s demands. All
products are FDA-certified in the Philippines to ensure that the medicines are
compliant with the prescribed standards of the regulatory agency. As of 2020,
Eurohealth Group of Companies, Sandoz Philippines, Kylemed Group of
Companies and Zuellig Pharma, Unilab, Inc. were among TGP’s largest suppliers.
TGP’s top five largest suppliers constitutes 34% of the total purchases in 2020.

Specialty stores.
Toys “R” Us. The Toys “R” Us private labels and exclusives, as well as
importations (done through indentors/consolidators, which provide a differentiated
offering), are directly sourced through the Toys “R” Us regional buying office
where orders are consolidated to ensure that products are sourced at the lowest costs
and margins are maximized. The Company also partners with local suppliers for
locally developed merchandise both on outright or consignment.

Robinsons Appliances and Savers Appliances. Reliability and strong service


network are some of the top requirements of customers in choosing consumer
electronics and home appliances. Robinsons Appliances and Savers Appliances
partner with reputable suppliers such as Samsung Electronics, LG Electronics, Sony
Philippines and Sharp Philippines to provide the best home entertainment
solutions. Aesthetically appealing, functional and user-friendly home appliances
are offered in partnership with Concepcion-Carrier Airconditioning, G.E.,
Panasonic Corporation, Electrolux Philippines and Whirlpool Home Appliances,
among others.

Beauty Division. As the country’s exclusive franchisee of the international brands


it carries, RRHI-Beauty stores source their physical merchandise from legitimate
distributors of its labels Shiseido, Benefit and Elizabeth Arden.\

Mass Merchandise. Daiso Japan’s one price point merchandise is composed of


various items that have been evaluated and manufactured with the Japanese
standards of Daiso Industries Co., Ltd. The stores are supplied primarily by the
principal company, as well as approved international and local partners/suppliers
that carry the Daiso brand. This ensures quality and the authenticity of the store’s
diverse product range. Grounded on the pillars of variety, quality, and uniqueness,
Daiso stores are home to practical and collectible home and kitchen products,

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utensils, office supplies, snacks, and beauty essentials. Super50 sources from
various suppliers of quality goods sold at an affordable price point.

Pet Lovers Centre: As the country’s exclusive franchisee of the Singaporean brand,
the store sources their physical merchandise from legitimate distributors of its
labels.

(viii) Dependence upon single or few suppliers or customers. The Company believes
that its business as a whole is not dependent on any single supplier. The Company’s
five largest suppliers accounted at estimated 14.2% of consolidated net sales in
2020. The Company does not rely a single or few customers but to the buying public
in general.
(ix) Transactions with related parties. In the ordinary course of business, the
Company engages in a variety of transactions with related parties. The Company is
controlled by the Gokongwei Family. Members of the Gokongwei Family also
serve as directors and executive officers. Certain members of the Gokongwei
Family are also major shareholders of JG Summit Holdings, Inc. The most
significant transactions with the Gokongwei Family include leasing retail stores in
the shopping malls owned by Robinsons Land Corporation (RLC), a company
controlled by the Gokongwei Family. The Company policy with respect to related
party transactions is to ensure that these transactions are entered into on terms
comparable to those available from unrelated third parties.
The Company rents a significant number of its stores, commercial centers and
office buildings from RLC and its affiliates. Members of the Company, including
primarily Robinsons Supermarket and Ministop, sourced significant amount of
their products from URC.

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(x) Patents, Trademarks, Licenses, Franchises, Concessions or Labor Contract.


Following are the marks of the subsidiaries of RRHI as of December 31, 2020:
Supermarket Trademarks
Name of Trademark Symbol of Trademark

1. ROBINSONS SUPERMARKET

2. HEALTHY YOU

3. NATURE`S PURE

4. BREEDER`S CHOICE DOG FOOD

5. ROBINSONS EASYMART

6. ROBINSONS SELECTIONS

7. JAYNITH’S SUPERMART

8. ROBINSONS TOWNVILLE

9. ROBINSONS PRIVATE LABEL

10. HEALTHY YOU

11. SHOPWISE

12. SHOPWISE EXPRESS

13. SUREBUY

14. SUREBUY PREMIUM

15. BENNY’S

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16. FRESH PICKS

17. PIZZAYOLO

18. THE GOOD LIFE YOU CAN AFFORD

19. WISE CARD

20. WISE CARD ELITE

21. CHICKEN CORNER

22. MONGOLIAN STIR FRY BY SHOPWISE

Department Store Trademarks

Name of Trademark Symbol of trademark


1. EXECUTIVE BY ROBINSONS

2. PLAYGROUND

3. PORTSIDE

4. NITELITES

5. BRIDGET`S CLOSET

6. HOME ESSENTIALS

7. B+ACTIVE

8. ALL ABOUT KIDS

9. RAFAEL

10. GRAB A TEE

11. NEVER BEEN KISSED

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12. JUMPING BEANS

13. SIMPLY ME

14. PUNKBERRY

15. SUN KISSED

16. MARJOLAINE

17. LIBERTE

18. STELLA

19. TED MOSS

20. VANITY

21. PORTSIDE ACTIVE

22. MALEBOX

23. BELLA

24. BOTTOMS UP

25. WORKSHOP

26. RAFAEL SCRIPT

27. TED MOSS ACCESSORIES

28. LOCKSAC

29. TAB

30. CONQUEST

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31. BRITISH POLO

DIY Store Trademarks


Name of Trademark Symbol of trademark

1. ROBINSONS HANDYMAN

2. THUNDER

3. HIGH GEAR

4. WISHY WASHY

5. BOW WOW

6. SUPER CHOW

7. BATH BASICS

8. ROBINSONS BUILDERS

9. TRUE HOME

10. BIANCA

11. BLANCO

12. A.M BUILDERS DEPOT

13. ICONO

14. ICONO PREMIO

15. ICONO CLASSICO

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16. IMAGO

17. DE ORO PACIFIC HOME PLUS

18. CAT CHEW

19. MODERN HOME

Convenience Store Trademarks

Name of Trademark Symbol of trademark

1. CHILLZ

2. UNCLE JOHN’S FRIED CHICKEN

3. MY SUNDAE

4. MY CHOICE

5. KARIMAN

6. HOTCHIX

7. EATS TO GO

8. MY SUNDAE NEW RENDITION

9. UNCLE JOHN’S FC NEW RENDITION

Drug Store Trademarks


Name of Trademark Symbol of trademark

1. SOUTH STAR DRUG

2. SOUTH STAR DRUG


MAPAGKAKATIWALAANG TUNAY

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3. MANSON DRUG TUNAY AT MURA ANG


GAMOT

4. TGP – THE GENERICS PHARMACY

5. THE GENERICS PHARMACY

6. THE GENERICS PHARMACY MABISA NA


MATIPID PA

7. BASTA GENERICS, THE GENERICS


PHARMACY

8. TGP THE GENERICS PHARMACY MABISA


NA, MATIPID PA!

9. TGP WITH LOGO

10. TGP+ THE GENERICS PHARMACY

11. ROSE PHARMACY

12. ROSE PHARMACY

13. ROSE + CLINIC

14. ROSE XPRESS DELIVERY

15. ROSE PHARMACY

16. ROSE PHARMACY

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17. KAY SARAP MAGMAHAL A Culture of


Loving Service Uniquely of Rose Pharmacy

Specialty Store Trademarks

Name of Trademark Symbol of trademark

1. ROBINSONS APPLIANCES

2. ROBINSONS SPECIALTY STORES, INC.

3. SAIZEN

4. SAVER’S APPLIANCES

Others

Name of Trademark Symbol of trademark

1. R

2. R ROBINSONS RETAIL HOLDINGS, INC

3. ROBINSONS SHOP CARD

4. Fit & Fun Wellness Buddy Run

5. Wellness Moms

6. We Love Wellness

7. Healthier Days Start Here

8. I Love Wellness

9. Robinsons Wallet

10. #EasyOnThePlastic

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11. Easymart Rays

12. Take It Easy

13. Your Store for Everyday Needs

14. Go Chicken

15. Tindahan

16. Curated Home

17. 19. Fit Kids

(xi) Government Approvals. The Company and all its subsidiaries have obtained all
permits, licenses and approvals from national and local government units and other
government agencies necessary to lease store spaces and operate the same.
As a retailer, the Company and its subsidiaries are subject to the following laws and
regulations: a) The Retail Trade Liberalization Act; b) The Food, Drug and
Cosmetics Act; c) The Consumer Act; d) The Meat Inspection Code; e) The Price
Act; f) The Philippine Food Fortification Act; g) The Comprehensive Dangerous
Drugs Act; h) The Pharmacy Law; i) The Generics Act and j) The Philippine Labor
Code.

(xii) Effects of Existing or Probable Governmental Regulations on the Business.


The Group operates its businesses in a highly regulated environment. These
businesses depend upon permits issued by the government authorities or agencies
for their operations. The suspension or revocation of such permits could materially
and adversely affect the operation of these businesses.
(xiii) Research and Development
None during the year.

(xiv) Cost and Effects of Compliance with Environmental Laws. Operators of retail
stores with total store areas (including parking) of over 10,000 square meters (sqm)
and/or operators of supermarkets with food stalls are required to obtain an
Environment Compliance Certificate (ECC) for each store prior to commencement
of business to certify that the operation will not pose an unacceptable environmental
impact. Operators of supermarkets may also apply for and secure a Certificate of
Non-Coverage (CNC) which exempts them from securing an ECC for their
projects.

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The Company must obtain a Philippine Department of Environment and Natural


Resources (DENR) identification number from the regional office of the Philippine
Environmental Management Bureau (EMB) to dispose of hazardous waste. In the
absence of an identification number, the Company may be penalized with a fine
ranging from ₱600 to ₱4,000.

(xv) Employees. As of December 31, 2020, the Group had 21,035 employees. The
Company anticipates that it will have approximately 23,283 employees within the
next 12 months for the planned store openings in 2021. The Company’s
management believes that good labor relations generally exist throughout the
operating companies. The Company has experienced no material work stoppages
or strikes in the past three years. The Company currently has no labor union or any
collective bargaining agreement with any group of employees.

(xvi) Risks

1. The Company may experience difficulty in implementing its growth strategy brought
about by unsuccessful future store openings, unsuccessful expansion through
acquisition and failure of existing stores to benefit from the current favorable retail
environment. In addition, new stores may place a greater burden on its existing
resources and adversely affect its business as it faces the risk of market saturation
brought about by increased competition from other retail companies in the Philippines.

2. The Company depends on RLC and other mall operators for the development of parts
of its business and leases all of its premises, thus it may not be able to continue to renew
these leases or to enter into new leases in favorable locations on acceptable terms
thereby exposing the Company to risks relating to the leasing and sub-leasing of any of
its stores as well as portions of its supermarket space.

3. The Company’s retail business depends on its ability to source and sell the appropriate
mix of products to suit the changing consumer preferences and relies on services
rendered by independent contractors that may not always meet its requirements for
quality or be available or completed within its budget. Also the success of its business
depends in part on its ability to develop and maintain good relationships with its current
and future suppliers and consignors. Likewise, the success of its business depends in
part on its ability to develop and maintain good relationships with its franchisors and/or
licensors. Thus, a deterioration of the value of its brand names and trademarks may
have a material adverse effect on its business.

4. The Company operates in a regulated industry and its business is affected by the
development and application of regulations in the Philippines. Continued compliance
with, and any changes in, environmental laws and regulations may adversely affect its
results of operations and financial condition. The Company may fail to fulfill the terms
of licenses, permits and other authorizations, or fail to renew them on expiration. The
Company may face difficulty in hiring sufficient numbers of pharmacists to meet the
demands of its drug store operations due to shortage of registered pharmacists in the
Philippines thereby facing the risk of not being able to operate new drug store or be
forced to close existing ones. Product liability claims in respect of defective goods sold
in its stores and food safety and food-borne illness concerns could adversely affect its
reputation and its financial prospects.

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Likewise, the sale of counterfeit products may affect its reputation and profitability. On
the other hand, its senior citizen discounts for purchases of prescribed medicines and
prime commodities may be subject to abuse or unchecked fraudulent practices by
unqualified customers.

5. The Company is exposed to certain risks in connection with the substantial use of cash
in its operations. Damage to or other potential losses involving, its assets may not be
covered by insurance. Its business, financial performance and results of operations are
subject to seasonality. The Company relies on dividends and distributions from its
subsidiaries to fund its cash and financing requirements.

6. The Company is controlled by the Gokongwei Family and its interests may differ
significantly from the interests of other shareholders as its business and operations are
dependent upon key executives. The Company is party to a large number of related
party transactions and its operating results and financial condition are affected by a
significant minority shareholding in Robinsons Bank.

7. Its operations are concentrated in the Philippines, and therefore any downturn in general
economic conditions in the Philippines could have a material adverse impact on its
business operations. Any political instability in the Philippines may adversely affect its
business operations. Continued terrorist activities and high-profile violent crime in the
Philippines could destabilize the country, adversely affecting its business environment
and the occurrence of natural disasters or other catastrophes, severe weather conditions,
or outbreaks of contagious diseases may materially adversely affect the Philippine
economy and disrupt its operations.
8. Future changes in the value of the Philippine Peso against the U.S. dollar and other
currencies may adversely affect its results of operations

9. Government mandated measures such as lockdowns due to COVID 19 pandemic


created significant volatility across the business of the group. This resulted to both
temporary and permanent store closures.

Item 2. Properties. Commercial spaces for all of retail establishments from various entities across the
Philippines are leased by the Company. The lease rates and terms for these commercial spaces follow
standard market rates and practices for similar businesses. The following table is illustrative of the
rates paid per region.

Region Rental Scheme Lease Rate Term


Metro Manila Fixed P100 to P3,840 per sqm 1-25 years
% to sales 2.0% to 7.20% of sales 1-25 years
Fixed or % to sales, P240 to P702 per sqm 1-25 years
whichever is higher or 3.0% to 6.0% of
sales
Fixed plus % to Sales P200 to 3,456 per sqm 1-15 years
plus 0.20% to 7.50% of
sales
Fixed P56 to P2,612per sqm 1-15 years

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Luzon (outside Metro % to sales 2.00% to 6.00% of sales 1-5 years


Manila)
Fixed or % to sales, P133 to P1,297per sqm 1-15 years
whichever is higher or 1.5% to 4.0% of
sales
Fixed plus % to sales P420 to P770 per sqm 1-3 years
plus 1.7% to 6.00% of
sales
Visayas Fixed P27.00 to P2,229 per 1-20 years
sqm
% to sales 3.00% to 6.00% of sales 1-20 years
Fixed or % to sales, 225 to 2,225 per sqm or 1-15 years
whichever is higher 2% to 6% of sales
Fixed plus % to sales 175 to 1,050 per sqm 1-2 years
plus 1.65% to 6.00%
Mindanao Fixed P135 to P2,786 per sqm 1-22 years
% to sales 2.00% to 6.00% of sales 1-22 years
Fixed or % to sales, P1,1176 to P1,297 per 1-5 years
whichever is higher sqm or 2.0%-4.0% of
sales
Fixed plus % to sales P525 to P800 per sqm 1-5 years
plus 1.65% or 125-200
per sqm

Supermarket. The following table sets out the location, number of stores and gross selling space of the
Company’s supermarkets that are leased as of December 31, 2020.

No. of stores Gross Selling Area in sqm


Metro Manila 111 258,675
Luzon 101 242,661
Visayas 36 105,906
Mindanao 16 56,895
Total 264 664,137

Department stores. The following table sets out the location, number of stores and gross selling space
of the Company’s department stores that are leased as of December 31, 2020.
No. of stores Gross Selling Area in sqm
Metro Manila 11 104,429
Luzon 19 119,764
Visayas 10 76,007
Mindanao 9 64,311
Total 49 364,510

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DIY Stores. The following table sets out the location, number of stores and gross selling space of DIY
stores as of December 31, 2020, all of which are under a lease agreement:
No. of stores Gross Selling Area in sqm
Metro Manila 69 60,485
Luzon 88 63,075
Visayas 44 45,551
Mindanao 24 25,174
Total 225 194,285

Convenience Stores. The following table sets out the location, number of stores and gross selling space
of Ministop stores as December 31, 2020, all of which are under a lease agreement:

No. of stores Gross Selling Area in sqm


Metro Manila 298 30,065
Luzon 152 15,498
Visayas 22 2,013
Mindanao - -
Total 472 47,576

Drug Stores. The following table sets out the number of South Star Drug and Rose Pharmacy stores by
region as December 31, 2020, all of which are under a lease agreement:

No. of stores Gross Selling Area in sqm


Metro Manila 115 9,224
Luzon 357 37,280
Visayas 233 19,270
Mindanao 124 10,020
Total 829 75,793

Specialty Stores. The following table sets out the number of stores of Robinsons Appliances and
Savers Appliances stores, Toys “R” Us stores (including the Toy “R” Us Toybox sections located in
RDS stores), Daiso Japan stores, international fashion specialty retail and beauty brand formats as of
December 31, 2020, all of which are under a lease agreement:

No. of stores Gross Selling Area in sqm


Metro Manila 112 46,828
Luzon 136 61,481
Visayas 42 17,631
Mindanao 28 11,324
Total 318 137,264

31
- 32 -

Item 3. Legal Proceedings. As of December 31, 2020, neither the Company nor any of its
subsidiaries or affiliates or any of their properties is engaged in or a subject of any material litigation,
claims or arbitration either as plaintiff or defendant, which could be expected to have a material effect
on its financial position and the Company is not aware of any facts likely to give rise to any
proceedings which would materially and adversely affect business or operations.

Item 4. Submission of Matters to a Vote of Security Holders. There were no matters submitted to a
vote of security holders during the fourth quarter of the fiscal year covered by this report.

PART II – OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

(A) Principal Market or Markets Where the Registrant’s Common Equity is Traded

The common stock of the Company is listed on the Philippine Stock Exchange.

STOCK PRICES

2021
High Low
January 2021 66.45 60.50
February 2021 62.00 53.55

2020
High Low
First Quarter 58.95 54.35
Second Quarter 65.75 62.00
Third Quarter 68.00 64.50
Fourth Quarter 66.65 65.00

2019
High Low
First Quarter 89.70 78.00
Second Quarter 80.35 68.85
Third Quarter 81.70 74.80
Fourth Quarter 80.00 72.00

2018
High Low
First Quarter =101.80
P =83.80
P
Second Quarter 92.00 76.50
Third Quarter 89.00 77.50
Fourth Quarter 81.8 70

32
- 33 -

2017
High Low
First Quarter P83.95
= P72.70
=
Second Quarter 89.20 75.50
Third Quarter 105.00 82.60
Fourth Quarter 108.10 89.95

2016
High Low
First Quarter P74.65
= P56.00
=
Second Quarter 86.60 72.00
Third Quarter 89.00 75.00
Fourth Quarter 81.00 71.00

(B) Holders
The number of shareholders of record as of December 31, 2020 was 44. Common shares
outstanding as of December 31, 2020 were 1,563,460,430.

List of Top 20 stockholders as of December 31, 2020

Number of shares Percent to Total


Name of stockholder held Outstanding
1. JE Holdings, Inc. 491,299,997 31.42%
2. PCD Nominee Corporation (Filipino) 212,108,618 13.56%
3. PCD Nominee Corporation (Non-Filipino) 223,325,905 14.28%
4. Mulgrave Corporation B.V./GCH Investments Pte Ltd 315,308,689 20.18%
5. Lance Y. Gokongwei 107,538,351 6.88%
6. Robina Gokongwei-Pe 89,906,846 5.75%
7. James L. Go 31,928,005 2.04%
8. Lisa Y. Gokongwei-Cheng 29,968,949 1.91%
8. Faith Y. Gokongwei-Lim 29,968,949 1.91%
8. Marcia Y. Gokongwei 29,968,949 1.91%
9. Wilfred T. Co 2,027,936 0.13%
10. Lucio W. Yan &/or Clara Y. Yan 100,000 0.01%
11. Pacifico B. Tacub 2,000 0.00%
11. Stephen T. Teo &/or Teresita R. Teo 2,000 0.00%
12. Vicente Piccio Mercado 1,000 0.00%
12. John T. Lao 1,000 0.00%
12. David L. Kho 1,000 0.00%
12. Miguel P. Guerrero or Alice T. Guerrero 1,000 0.00%
13. Maria Lourdes Medroso Mercado 600 0.00%
14. Julius Victor Emmanuel D. Sanvictores 100 0.00%
14. Hector A. Sanvictores 100 0.00%
14. Felicitas F. Tacub 100 0.00%
14. Joselito C. Herrera 100 0.00%
14. Gabrielle Claudia F. Herrera 100 0.00%
14. Nadezhda Iskra F. Herrera 100 0.00%

33
- 34 -

Number of shares Percent to Total


Name of stockholder held Outstanding
15. Dondi Ron R. Limgenco 11 0.00%
16. Ronald S. Bes 10 0.00%
17. Owen Nathaniel S. Au ITF: Li Marcus Au 5 0.00%
18. John L. Gokongwei, Jr. 1 0.00%
18. Hope Y. Gokongwei-Tang 1 0.00%
18. Antonio L. Go 1 0.00%
18. Roberto R. Romulo 1 0.00%
18. Joselito T. Bautista 1 0.00%
18. Ian James Winward McLeod 1 0.00%
18. Samuel Sanghyun Kim 1 0.00%
18.Botschaft N. Cheng or Sevila Ngo 1 0.00%
18.Rodolfo P. Ng 1 0.00%
19.Cirilo P. Noel 1 0.00%
Total outstanding 1,563,460,430 100.00%

(C) Dividends

On May 13, 2020, the Company’s Board of Directors (BOD) approved the declaration of a cash dividend
in the amount of P=1.00 per share from the unrestricted retained earnings of the Company as of December
31, 2019 to all stockholders of record as of June 3, 2020 and payable on June 30, 2020.

On May 30, 2019, the Company’s Board of Directors (BOD) approved the declaration of a cash dividend
in the amount of P=0.72 per share from the unrestricted retained earnings of the Company as of December
31, 2018 to all stockholders of record as of June 20, 2019 and payable on July 12, 2019.

On May 28, 2018, the Company’s Board of Directors (BOD) approved the declaration of a cash dividend
in the amount of P=0.72 per share from the unrestricted retained earnings of the Company as of December
31, 2017 to all stockholders of record as of June 18, 2018 and payable on July 12, 2018.

(D) Restriction that Limits the Payment of Dividends on Common Shares


None

(E) Recent Sales of Unregistered or Exempt Securities, Including Recent Issuance of


Securities Constituting an Exempt Transaction.
None

34
- 35 -

Item 6. Management’s Discussion and Analysis or Plan of Operation

December 31, 2020 vs December 31, 2019

Consolidated Results of Operations


(Amouns in Million Pesos)

In 2019, the Group adopted Philippine Financial Reporting Standards (PFRS) 16-Leases in accounting
for its operating leases where the Group is the lessee. The Group recognized an asset representing right
of use of the leased property (ROU) and a liability for lease payments (Lease Liability). The effects of
the new standard for both 2020 and 2019 results are as follows:
Period Ended December 31
2020 2019 % Change
Under
2020 (B)
Under Under PFRS 16, As Under 2020 (A) vs.
vs.
Financial Summary PFRS 16 Previous Standard Restated Previous Standard 2019 (C)
2019 (D)
(Amount in million Pesos except EPS) (A) (B) (C) (D)
Consolidated Statement of Comprehensive Income Data
Sales- net of sales discounts and returns 151,070.3 151,070.3 162,915.7 162,915.7 -7.3% -7.3%
Cost of merchandise sold 118,172.3 118,172.3 125,734.5 125,734.5 -6.0% -6.0%
Operating expenses 28,736.7 29,530.2 32,123.2 32,761.2 -10.5% -9.9%
Interest expense 2,326.3 146.4 2,578.5 300.7 -9.8% -51.3%
Income before income tax 4,418.9 5,805.2 6,109.6 7,749.3 -27.7% -25.1%
Provision for income tax 933.3 1,349.2 1,559.3 2,091.7 -40.1% -35.5%
Net income 3,485.6 4,456.1 4,550.3 5,657.7 -23.4% -21.2%
Net income attributable to Parent Company 3,216.6 4,132.1 3,918.6 4,907.8 -17.9% -15.8%
EPS 2.05 2.63 2.49 3.11 -17.8% -15.4%

Consolidated Statement of Cash Flow Data


Net cash provided by (used in) operating activities 7,614.4 3,679.8 12,049.0 7,606.8 -36.8% -51.6%
Net cash provided by (used in) investing activities (4,937.2) (4,937.2) 1,817.8 1,817.8 -371.6% -371.6%
Net cash used in financing activities (1,644.6) 2,290.0 (8,359.8) (3,917.7) -80.3% -158.5%

Consolidated Statement of Financial Position Data


Total assets 141,596.2 115,874.9 137,866.1 111,055.5 2.7% 4.3%
Total liabilities 64,005.9 36,678.5 61,339.7 33,421.7 4.3% 9.7%
Total stcokholder's equity 77,590.2 79,196.3 76,526.4 77,633.8 1.4% 2.0%

Robinsons Retail Holdings, Inc. recorded net income at P =3,486 million for the twelve months ended
December 31, 2020, a decrease of 23.4% as compared to P =4,550 million for the twelve months ended
December 31, 2019. Without the impact of PFRS 16, net income would have been P =4,456 million, this
year vs. P
=5,658 million last year. Net income attributable to parent amounted to P
=3,217 million for the
twelve months ended December 31, 2020, a decline of 17.9% vs. same period last year as business
performance was affected mainly by the negative economic effects of the pandemic.

Consolidated net sales decreased by 7.3% from P =162,916 million for the twelve months ended
December 31, 2019 to P =151,070 million for the twelve months ended December 31, 2020. Sales were
impacted by the temporary closure of the stores considered non-essential during the Enhanced
Community Quarantine (ECQ) imposed by government starting March 17, 2020. Majority of the
Company’s stores across all formats resumed operations only in May 16, 2020 following relaxed
quarantine restrictions save for a reimposition of MECQ in Metro Manila and nearby provinces in the
1st 2 weeks of August. Since then, operating hours have been shortened and foot traffic is down due to
the negative economic effects of the pandemic such as a) higher unemployment rate; b) decline in OFW
remittances; c) slump in tourism activity; and d) easing of government subsidy. Excluding Rose
Pharmacy, net sales declined 8.0% year-on-year to ₱149,884 million.

Blended same store sales growth (SSSG) was –15.6% for the fourth quarter of 2020 and –8.9% for the
full year 2020. Supermarket segment posted 7.7% SSSG for the year, while the drugstore segment

35
- 36 -

recorded flat SSSG given the high base effect of 9.9% SSSG last year. The rest of the formats registered
negative SSSG mainly due to the lockdowns imposed by government and ordinances prohibiting
individuals below 15 and above 65 years old to go out. Convenience stores were closed because of the
closure of offices and schools where the stores are located due to work-from-home and remote learning
setups, respectively. Strict curfew hours for extended periods during the different phases of quarantine
also affected foot traffic and store operating hours.

Meanwhile, aggregate online sales rose to 1.4% of total RRHI sales in the fourth quarter compared to
only 0.2% in the first quarter of the year. It reached ₱1.6 billion in 2020, registering a threefold increase
and accounting for 1.1% of total sales from 0.4% the previous year.

Gross profit margin was at 22.4% in the fourth quarter, mainly due to the consolidation of lower margin
business of Rose Pharmacy. Due to the lack of scale, Rose Pharmacy does not yet enjoy the same
margins as Southstar Drug, but aligning trade margins will be a priority similar to the margins gained
from the consolidation of Robinsons Supermarket and Rustan. Excluding Rose Pharmacy, gross margin
increased by 30bps to 22.7% in the fourth quarter, with full year down by 100bps to 21.8% in line with
expectations of 50-100bps gross margin compression maily driven by sales decline in higher margin
discretionary formats.

The Group implemented cost containment measures to cushion the impact of weakened sales
performance with OPEX declining 70bps as % of sales, partially mitigating the 100bps gross margin
compression. Full year EBITDA margin was down by only 50bps to 8.5% due to lower store
productivity from reduced operating hours and low foot traffic, despite efficiencies from the integration
of Rustan in the Supermarket business. Net income attributable to equity holders of the parent company
declined by 17.9% to ₱3,217 million in 2020.

COVID-19 Impact, Risks and Mitigation


On March 16, 2020, the President of the Philippines issued Proclamation No. 929 declaring a state of
calamity throughout the Philippines due to COVID 19 which resulted to the imposition of an Enhanced
Community Quarantine throughout Luzon starting midnight of March 16, 2020 until May 16, 2020 when
quarantine restrictions were relaxed save for a reimposition of MECQ in Metro Manila and nearby
provinces in the 1st 2 weeks of August.

The Group has recognized the health and business risks posed by the virus to the general public and the
need to join the collective effort in mitigating the spread of COVID-19. In the face of this global crisis,
the Group remains collected and vigilant as it operates and maintains mitigation efforts to help safeguard
the health and safety of its employees and customers.

Segment Operations

(i) Supermarket. The Supermarket segment continued to account for the largest share in the
Group’s sales, EBIT and EBITDA. Full year consolidated net sales of the whole
supermarket segment was at ₱94,121 million, 6.3% higher than last year. This was despite
the slowdown in the fourth quarter where SSSG eased to -2.3% caused mainly by the decline
in consumer purchasing power and increasing competition from social commerce and
online grocery platforms. Full year SSSG, however, still ended at a robust 7.7% given the
strong pandemic-induced sales in the first 3 quarters. Fourth quarter online sales amounted
to 1.4% of total sales while full year online sales breached the ₱1.0 billion mark,
representing 1.1% of total Group sales and 3.1% of the sales of all 58 stores offering online
grocery service.

36
- 37 -

Gross margins expanded by 110bps to 22.2% in the fourth quarter, driven by the recovery
in back end margins or other income, narrowing the decline for the full year by 10bps to
20.9%. EBITDA margin declined by 30bps to 8.3% in the fourth quarter but expanded by
50bps to 8.3% for the full year due to the cost-efficiencies from the integration for Rustan,
rent discounts and better DC cost recovery.

(ii) Department Stores. Robinsons Department Store’s net sales were down 45.2% to ₱3,354
million in the fourth quarter, with full-year net sales at ₱8,451 million. The categories with
the least decline were: a) home (-33%) driven by kitchenware, small appliances and storage
(-19%); b) sports accessories (-24%); c)men’s undergarments (-37%); d) health & beauty (-
39%); and e) infants (-41%) driven by accessories (-27%). Online sales, including call &
collect/delivery (We Shop for You) increased 7x from the previous year.

Although SSSG for the quarter was still weak at -45.6%, this was an improvement from the
-59.0% and -79.6% recorded in the third and second quarters, respectively. Full year SSSG
was at –52.0% mainly due to the low foot traffic and drop in back-to-school sales due to the
shift to online classes and increased competition from online shops.

Despite the 50bps decline to 27.3% in the fourth quarter, gross margin for 2020 was up by
190bps at 29.6% benefiting from higher DC fees that started in the last quarter of 2019 and
improvement in category mix. Fourth quarter EBITDA margins was at 5.3%, an
improvement from the 1.5% recorded in the third quarter, with full year EBITDA margins
at 3.3%.

(iii) Convenience stores. Ministop system-wide sales at ₱1.4 billion in the fourth quarter was a
decline of 45.4% year-on-year, but an improvement from the -47.0% in the third quarter.
Full year system-wide sales and merchandise sales were at ₱6.4 billion and ₱4.8 billion,
respectively. Total e-commerce sales for the fourth quarter rose to 1.3% of sales from 0.8%
in the first quarter with the increased traction from our delivery tie-up with Grabfood and
Grabmart (particularly for ready-to-eat food) under the new normal. Average daily sales
continue to improve month-on-month in the fourth quarter as we aggressively expanded our
assortment and recovery in ready-to-eat food sales. Fourth quarter SSSG slightly improved
although still weak at -38.9% from -44.3% in the third quarter. Full year SSSG was at -
31.8% as approximately 60% of our store network are located in BPO and commercial
districts which were the most challenged with FY SSSG at -42% and -39%, respectively.

Gross profit and royalty income margin dipped 90bps to 34.2% in 2020 due to higher
number of company owned stores. Meanwhile, EBITDA margin for the fourth quarter was
lifted by the steep decline in operating costs advancing by 490bps to 8.3%, including
substantial rental discounts being negotiated. This was a turnaround from the negative
EBITDA margin registered in the fourth quarter, bringing full year EBITDA margin at
6.6%.

(iv) Drug Stores. Net sales of the drugstore segment grew significantly by 14.8% to ₱5,390
million in the fourth quarter and 7.8% to ₱19,059 million in 2020 mainly due to the two-
month consolidation of Rose Pharmacy. Excluding Rose Pharmacy, net sales increased by
1.1% to ₱17,872 million for the full year. The contribution of online sales increased to 0.7%
in the fourth quarter from only 0.3% in the second quarter when the site started. Southstar
Drug registered negative SSSG for the fourth quarter due to the following: a) high base
effect of 7.4% in 2019 from the meningococcemia scare, rapid progression of dengue in the
country, and flu outbreak; and b) lower demand for prescription medicines due to less
people visiting hospitals. Meanwhile, 2020 SSSG was flat.

37
- 38 -

Blended gross margins declined by 170bps to 16.8% in the fourth quarter and 30bps to
19.0% for the full year, impacted by the consolidation of the lower margin business of
Rose Pharmacy. Excluding Rose Pharmacy, gross margins increased by 10bps to 19.4%.
Rose Pharmacy recorded higher operating cost which dragged down consolidated
EBITDA margin by 10bps to 9.1% in 2020. Excluding Rose Pharmacy, EBITDA margin
of the drugstore segment rose by 30bps to 9.7% in 2020.

(v) DIY Stores. The DIY segment posted ₱3,651 million in net sales for the fourth quarter,
down 8.9% from the same period last year. Full year net sales reached ₱11,358 million,
21% lower year-on-year. Total ecommerce sales reached 1.5% of sales in 2020 from 0.3%
last year. Fourth quarter SSSG at –11.7% was a vast improvement from the 49.8% decline
in the second quarter and 18.6% decline in the third quarter due to a slightly better mall
footfall towards the end of the year. Full year SSSG ended at –23.4%. Categories with the
least decline were cleaning (-6.7%), pet food (–11.6%) and Lawn and Garden (-13.6%).

Gross margins contracted by 170bps to 29.1% in the fourth quarter due to mark downs to
flush out old inventories, but was maintained at 32.5% level in 2020 supported by the gains
achieved in the first nine months. OPEX as % of sales improved by 80bps, partially
mitigating the decline in gross margin, with EBITDA margin down by 70bps to 14.6% in
the fourth quarter. Year-end EBITDA margin compressed by 70bps to 15.6%.

(vi) Specialty Stores Segment. The specialty segment contributed ₱4,073 million in the fourth
quarter, bringing full year 2020 net sales to ₱13,271 million, down by 31.2%. The decline
in sales was due to shorter operating time as quarantines and LGU lockdowns remained in
effect. By format, the consumer appliances and electronics format contributed 61% of total
specialty sales, followed by Daiso and Growsari w ith 12%, Toys R Us with 11%, and the
balance from fashion & beauty, Super50, No Brand and Pet Lovers. Fast fashion stores are
being closed down since 2018 with the last store to be closed in April 2021. As such, no
new inventory were purchased for the whole year of 2020.

SSSG of the specialty segment was at -27.6% in the fourth quarter. Holiday season lifted
sales in December but was not enough to offset weakness in prior quarters. Full year SSSG
was at -28.0%. E-commerce for 2020 rose to 1.8% of sales from 0.7% last year.

Gross margins shrank to 19.8% in the fourth quarter and 20.6% for the year. Margins for
appliances remained compressed in the last quarter of 2020, partially offset by margin
improvement from the toys segment. EBITDA margin fell to 6.4% in 2020 due to the
challenged SSSG.

Financial Position

As of December 31, 2020, after the impact of the new accounting standard PFRS 16-Leases, the Group’s
balance sheet showed consolidated assets of P
=141,596 million. Without the impact of the new standard,
consolidated assets amounted to P
=116,558 million.

Cash and cash equivalents as of December 31, 2020 is at P=21,338 million. Net cash provided by
operating activities excluding the impact of PFRS 16 totaled P
=3,679 million. Net cash spent from
investing activities amounted to P
=4,937 million, P
=4,333 million of which pertains to the acquisition of
Rose Pharmacy. Excluding the impact of PFRS 16, net cash provided by financing activities amounted
to P
=2,290 million of which P=4,950 million came from net loan proceeds offset by P=1,921 million
payment of dividends and P =793 million to buy back treasury shares.

38
- 39 -

Trade and other receivables decreased by 18.7% from P


=3,865 million to P
=3,144 million as of December
31, 2020.

Debt and equity instrument financial assets declined by P


=926 million or 6.2% for the full year 2020 due
to redemptions during the period.

Trade and other payables decreased from P


=25,102 million to P
=23,363 million as of December 31, 2020
mainly driven by tempered purchases and spending. Current loans payable increased by P
=4,950 million
to augment working capital.

Stockholder’s equity stood at P


=77,590 million as of December 31, 2020.

December 31, 2019 vs December 31, 2018

Consolidated Results of Operations


(Amounts in Million Pesos)

In 2019, the Group adopted Philippine Financial Reporting Standards (PFRS) 16, Leases in accounting
for its operating leases where the Group is the lessee. The Group recognized an asset representing right
of use of the leased property (ROU) and a liability for lease payments (lease Liability).
Years Ended December 31
2019 2018 % Change
Under
2019 (B)
Under Under Previous 2019 (A) vs.
vs.
Financial Summary PFRS 16 Previous Standard Standard 2018 (C)
2018 (C)
(Amount in million Pesos except EPS) (A) (B) ('C)
Consolidated Statement of Comprehensive Income Data
Sales- net of sales discounts and returns 162,915.7 162,915.7 132,680.5 22.8% 22.8%
Cost of merchandise sold 125,734.5 125,734.5 102,845.4 22.3% 22.3%
Operating expenses 32,123.2 32,761.2 25,631.4 25.3% 27.8%
Interest expense 2,578.5 300.7 159.1 1521.0% 89.0%
Income before income tax 6,109.6 7,749.3 7,597.2 -19.6% 2.0%
Provision for income tax 1,559.3 2,091.7 1,772.0 -12.0% 18.0%
Net income 4,550.3 5,657.7 5,825.1 -21.9% -2.9%
Net income attributable to Parent Company 3,918.6 4,907.8 5,107.3 -23.3% -3.9%
EPS 2.49 3.11 3.65 -31.8% -14.6%

Consolidated Statement of Cash Flow Data


Net cash from operating activities 12,049.0 7,606.8 9,087.1 32.6% -16.3%
Net cash provided by (used in) investing activities 1,817.8 1,817.8 (6,373.8) -128.5% -128.5%
Net cash used in financing activities (8,359.8) (3,917.7) (2,494.7) 235.1% 57.0%

Consolidated Statement of Financial Position Data


Total assets 137,866.1 111,055.5 107,777.1 27.9% 3.0%
Total liabilities 61,339.7 33,421.7 35,072.9 74.9% -4.7%
Total stockholder's equity 76,526.4 77,633.8 72,704.2 5.3% 6.8%

39
- 40 -

Robinsons Retail Holdings, Inc. recorded net income at P =4,550 million for the twelve months ended
December 31, 2019, a decrease of 22% as compared to P =5,825 million for the twelve months ended
December 31, 2018. Without the impact of PFRS 16, net income would be P =5,658 million, a 2.9%
decrease compared to last year. The decrease was largely due to one-offs in 2019. Net income
attributable to parent amounted to P
=3,919 million for the twelve months ended December 31, 2019 after
impact of PFRS 16. Without its impact, net income attributable to parent amounted to P=4,908 million, a
decrease of 3.9% as compared to P =5,107 million for the twelve months ended December 31, 2018.

Consolidated net sales increased by 22.8% from P =132,681 million for the twelve months ended
December 31, 2018 to P =162,916 million for the twelve months ended December 31, 2019. The robust
revenue growth was largely due to the full year sales contribution of the stores that opened in 2018 as
well as strong same stores sales growth. Royalty, rent and other income also increased from P =2,422
million to P
=2,740 million, a growth of 13.1%, due to higher royalty fee income of the convenience store
segment.

Gross profit for the twelve months ended December 31, 2019 amounted to P=37,181 million, 24.6%
higher than P =29,835 million for the twelve months ended December 31, 2018. The increase was
attributed to higher sales and full year contribution of RSCI.

Operating expenses grew by 25.3% from P =25,631 million to P


=32,123 million for the twelve months
ended December 31, 2019 after the impact of PFRS 16. Without the new standard, operating expenses
amount to P=32,761, an increase of 27.8% due to higher expenses and accelerated store network
expansion.

Earnings before interests and taxes (EBIT) grew by 17.7% from P =7,798 million to P=6,626 million for
the twelve months ended December 31, 2019 after impact of PFRS 16. Without the new standards, EBIT
grew by 8.1% to P =7,160 million. As a percentage of sales, EBIT before PFRS 16 is at 4.4% this year
versus 5.0% last year due to faster increase in operating expenses as a percentage of sales.

Other income and charges (before PFRS 16) decreased by 39% from P =971 million to P
=589 million for
the twelve months ended December 31, 2019 primarily due to interest expense and one offs in 2019.

Interest expense recognized due to lease liability amounted to P


=2,278 million. Amortization expense on
Right of Use assets meanwhile amounted to P =3,804 million for the year 2019.

Earnings before interests, taxes, depreciation, amortization (EBITDA) and other non-cash items
expanded by 62.7% from P =9,021 million for the twelve months ended December 31, 2018 to P =14,678
million for the twelve months ended December 31, 2019 after impact of PFRS 16. Without the new
standards, EBITDA for the year 2019 amounted to P =10,236 million. As percentage of sales, this is 6.3%
this year versus 6.8% last year.

40
- 41 -

Segment Operations

(vii) Supermarket. The Supermarket segment continued to account for the largest share in
the group’s sales, EBIT and EBITDA for the full year ended 2019. Supermarket
generated net sales of P
=88,515 million for the twelve months ended December 31, 2019
expanding by 42% from P =62,362 million sales registered in 2018. The increase includes
a full year consolidation of Rustan’s. The growth was driven by the store expansion this
year with the addition of 12 new stores to 176 Robinsons supermarket stores and 87
Rustan’s stores acquired in 2018 and further boosted by sustained performance of
existing stores and strong same store sales growth of 3.6%.

Gross profit expanded to P =18,612 million, 52.7% higher than last year’s P =12,189
million. As a percentage to sales, gross profit margin grew by 150 bps to 21% this year
versus 19.5% last year as a result of the higher margin business of Rustan’s.

Without impact of PFRS 16, EBIT reached P =3,344 million for the twelve months ended
December 31, 2019, 16.6% growth from P =2,868 in the same period last year. Likewise,
EBITDA, without impact of the new standards, expanded by 28% to P =4,968 million for
the full year 2018 against P
=3,883 million in 2018. As a percentage to sales, EBITDA
declined by 60 bps at 5.6% in 2019 compared to 6.2% in 2018.

(viii) Department Stores. Robinsons Department Store (RDS) sales for the year ended
December 31, 2019 grew 1.5% from last year’s P
=17,781 million to this year’s P
=18,040
million.

This resulted to a gross margin of P=4,989 million for 2018 against P


=4,769 million for
the same period last year. As percentage of sales, this is 90bps higher than last year.
The increase in sales contributed to the improved margins for the year.

Without the impact of PFRS 16, RDS generated EBITDA of P =977 million for the year
December 31, 2019, an increase of 6.1% against P
=921 million in the same period last
year.

(ix) Convenience stores. The convenience stores segment registered a system-wide sales
and merchandise sales of P
=9,794 million and P=6,744 million, respectively for the period
ended December 31, 2019, a 8.0% and 9.2% increase from P =9,065 million and P =6,177
million for the same period last year. The increase in sales is attributed to the
acceleration of same store sales growth of 3.2% in 2019.

Other income which mainly consists of royalty fee is at P =1,847 million this year.
Royalty fee is computed as a percentages of system-wide gross profit and accounts for
the bulk of the total other income. Gross margin and other income is 450bps lower from
39.6% last year to 35.1% this year.

Before impact of PFRS 16, Convenience stores recorded a negative EBIT of = P36
million this year versus last year’s P
=101 million. EBITDA generated for 2019 is at = P
267 million, a decline of 21.9% versus P=340 million of the same period last year.

41
- 42 -

(x) Drug Stores. The drug store segment registered net sales of P
=17,685 million as of
December 31, 2019, representing a growth of 11.8% from last year’s net sales of
=15,824 million. The growth was mainly driven by the segment’s healthy same store
P
sales growth and sales contribution of new stores.

Gross profit expanded by 11.1% from P =3,077 million in 2018 to P=3,419 million this
year. Gross profit as a percentage of sales shrank by 10 bps to 19.3% in 2019 against
19.4% last year.

Before impact of PFRS 16, EBIT as of December 31, 2019 reached P =1,203 million, an
increase of 12.3% from last year’s P=1,071 million. Likewise, EBITDA also grew by
12.7% from P=1,192 million in 2018 to P
=1,344 million this year. As a percentage of sales,
EBITDA increased 10bps from 7.5% last year to 7.6% this year.

(xi) DIY Stores. Net sales grew by 3.4% from P


=13,905 million to P
=14,383 million for the
year ended December 31, 2018 and December 31, 2019, respectively.

The sales lift was driven primarily by same store sales growth of 2.5%.

Gross profit increased by 5.2% to 4,675 million for the year ended December 31, 2019
from P=4,445 million in the same period last year. As a percentage to sales, gross profit
is 50bps higher at 32.5% compared to 32.0% last year.

Without the impact of PFRS 16, with operating expenses increasing at a higher pace
than the growth in gross profit, EBIT grew by 2.0% at P
=1,223 million for the year ended
December 31, 2019 versus P =1,199 million in same period last year. EBITDA, without
the impact of the new accounting standard grew only by 2.7% to P=1,467 million for the
year 2019 against P=1,428 million for the same period in 2018.

(xii) Specialty Stores Segment. The net sales of the Specialty Stores segment increased by
6.0% from P=18,200 million to P=19,283 million for the twelve months ended December
31, 2018 and December 31, 2019, respectively. The Specialty segment has 376 stores
in 2019 lower by 11 net stores compared to 387 stores last year.

The gross profit meanwhile increased by3.5% from P


=4,797 million to P
=4,966 million
for the period.

For the year ended December 31, 2019, without impact of new standards, the Specialty
Stores segment generated an EBITDA of P=1,262 million, a decrease of 1.7% from last
year’s EBITDA of P =1,283 million.

42
- 43 -

Financial Position

In 2019, the Company adopted PFRS 16, leases which resulted in recognition of right of use asset (ROU)
of P
=26,317 million and lease liability of P
=28,053 million. As of December 31, 2019, after the impact of
the new accounting standards, the Company’s balance sheet showed consolidated assets of P =137,866
million, which is 28% higher than the total consolidated assets of P
=107,777 million as of December 31,
2018. Without the new standards, consolidated assets amounted to P =111,056 or 3.0% higher compared
to last year.

Cash and cash equivalents increased from P =14,788 million as of December 31, 2018, to
=20,293 million as of December 31, 2019. Before the impact of PFRS 16, Net cash generated from
P
operating activities totaled P
=7,607 million. Net cash in investing activities amounted to P
=1,818 million,
=3,346 million of which was used to acquire properties and equipment and net proceeds of
P
=5,583 from available-for-sale investments. Net cash spent from financing activities amounted to
P
=3,995 million.
P

Trade and other receivables increased by 21.9% from P


=3,172 million to P
=3,865 million as of December
31, 2019.

Available for Sale financial assets declined by 24.8% for 2019 due to redemptions during the year.
Investment in associates meanwhile increased by 15.1% primarily due to new investments and increase
in share of fair value in AFS of associates.

Trade and other payables increased from P


=24,577 million to P
=25,102 million as of December 31, 2019.

Current loans payable decreased as a result of availment and payments during the year amounting to
=915 million and P
P =3,075 million, respectively.

Stockholder’s equity grew from P =72,704 million as of December 31, 2018, to P =76,526 million as of
December 31, 2019. Without PFRS 16, the stockholder’s equity will be P =77,634 million. The new
accounting standards resulted to a decline of 1.4% in total stockholder’s equity due to decline in net
income by P
=1,107 million.

43
- 44 -

December 31, 2018 vs December 31, 2017

Consolidated Results of Operations


(Amounts in Million Pesos)

Robinsons Retail Holdings, Inc. recorded net income at P =5,825 million for the twelve months ended
December 31, 2018, an increase of 4.0% as compared to P =5,599 million for the twelve months ended
December 31, 2017. The increase was largely due to increased income from operations. Net income
attributable to parent amounted to P
=5,107 million for the twelve months ended December 31, 2018, an
increase of 2.6% as compared to P=4,978 million for the twelve months ended December 31, 2016.

Consolidated net sales increased by 15.1% from P =115,238 million for the twelve months ended
December 31, 2017 to P =132,681 million for the twelve months ended December 31, 2018. The robust
revenue growth was largely due to increase in sales volume from the 104 new stores that were added
during the year, and the full year sales contribution of the stores that opened in 2017 as well as strong
same stores sales growth. Royalty, rent and other income also increased from
=2,262 million to P
P =2,422 million, a growth of 7.1%, due to higher royalty fee income of the convenience
store segment.

Gross profit for the twelve months ended December 31, 2018 amounted to P=29,835 million, 15.7%
higher than P =25,792 million for the twelve months ended December 31, 2017. The increase was
attributed to higher sales and vendor discounts.

Operating expenses grew by 17.9% from P =21,749 million to P=25,631 million for the twelve months
ended December 31, 2018 due to higher expenses and accelerated store network expansion.

Earnings before interests and taxes (EBIT) grew by 5.1% from P =6,305 million to P
=6,626 million for the
twelve months ended December 31, 2018. As a percentage of sales, EBIT is at 5.0% this year vs. 5.5%
last year due to faster increase in operating expenses as a percentage of sales.

Other income and charges decreased by 2.6% from P


=997 million to P
=971 million for the twelve months
ended December 31, 2018 primarily due to one-time corporate charges and write offs in 2018.

Earnings before interests, taxes, depreciation, amortization (EBITDA) and other non-cash items
expanded by 7.7% from P =8,378 million for the twelve months ended December 31, 2017 to
=9,021 million for the twelve months ended December 31, 2018.
P

Segment Operations

(xiii) Supermarket. The Supermarket segment continued to account for the largest share in
the group’s sales, EBIT and EBITDA for the full year ended 2018. Supermarket
generated net sales of P =62,362 million for the twelve months ended
December 31, 2018, including one-month consolidation of Rustan expanding by 19.1%
from P=52,363 million sales registered in 2017. The growth was driven by the store
expansion this year with the addition of 10 new stores to 164 Robinsons supermarket
stores and 88 Rustan stores acquired in 2018 and further boosted by sustained
performance of existing stores and strong like-for-like sales of 7.6%.

Gross profit expanded to P =12,189 million, 20.0% higher than last year’s P =10,154
million. As a percentage to sales, gross profit margin lift by 10 bps to 19.5% this year
versus 19.4% last year as a result of the higher margin business of Rustan.

44
- 45 -

EBIT reached P =2,868 million for the twelve months ended December 31, 2018, 1.5%
growth from P =2,825 in the same period last year. Likewise, EBITDA expanded by
6.1% to P
=3,883 million for the full year 2018 against P
=3,661 million in 2017. As a
percentage to sales, EBITDA declined by 80 bps at 6.2% in 2018 compared to 7.0% in
2017.

(xiv) Department Stores. Robinsons Department Store (RDS) sales for the year ended
December 31, 2018 grew 10.3% from last year’s P =16,116 million to this year’s
=17,781 million. The increase in net sales was mainly due to improved sales of existing
P
stores and sales contribution of new stores.

RDS’ cost of sales amounted to P =13,012 million for the year ended December 31, 2018,
an increase of 9.5% from P =11,880 million for the same period last year. This resulted
to a gross margin of P
=4,769 million for 2018 against P=4,236 million for the same period
last year. The increase in sales contributed to the improved margins for the year.

RDS generated EBITDA of P =921 million for the year December 31, 2018, a decline of
5.6% against P
=976 million in the same period last year.

(xv) Convenience stores. The convenience stores segment registered a system-wide sales
and merchandise sales of P
=9,065 million and P=6,177 million, respectively for the period
ended December 31, 2018, a 4.9% and 8.2% increase from P =8,640 million and P =5,710
million for the same period last year. The increase in sales is attributed to the
acceleration of same store sales growth of 5.1% in 2018.

Other income which mainly consists of royalty fee is at P =1,889 million this year.
Royalty fee is computed as a percentage of system-wide gross profit and accounts for
the bulk of the total other income. Gross margin and other income is 20bps lower from
39.8% last year to 39.6% this year.

Convenience stores recorded an EBIT of P =101 million this year versus last year’s
=42 million. While EBITDA generated for 2018 is at P
P =340 million an increase of 12.3%
versus P
=303 million of the same period last year as a result of store rationalization.

(xvi) Drug Stores. The drug store segment registered net sales of P
=15,824 million as of
December 31, 2018, representing a growth of 9.0% from last year’s net sales of
=14,518 million. The growth was mainly driven by the segment’s healthy same store
P
sales growth and sales contribution of new stores.

The segment’s cost of sales as of December 31, 2018 grew by 8.0% from
=11,806 million to P
P =12,747 million. Consequently, gross profit expanded by 13.5%
from P=2,712 million in 2017 to P
=3,077 million this year. Gross profit as a percentage of
sales expanded by 70 bps to 19.4% in 2018 against 18.7% last year.

EBIT as of December 31, 2018 reached P =1,071 million, an increase of 8.2% from last
year’s P
=990 million. Likewise, EBITDA also grew by 8.8% from P =1,095 million in
2017 to P
=1,192 million this year while margin was kept at 7.5%

(xvii) DIY Stores. The DIY segment ended 2018 with solid growth in sales. Net sales grew
by 12.8% from P=12,323 million to P
=13,905 million for the year ended December 31,
2017 and December 31, 2018, respectively.

45
- 46 -

The growth was driven primarily by the strong performance of the existing stores
coupled with the 17 new store additions for the period ended December 31, 2018.

DIY’s cost of sales grew by 12.9% from P =8,377 million for the year 2017 to
=9,460 million for the year of 2018. Gross profit increased by 12.6% to P
P =4,445 million
for the year ended December 31, 2018 from P =3,946 million in the same period last
year. As a percentage to sales, gross profit was at 32% same as last year.

With operating expenses increasing at slower pace than the growth in gross profit, EBIT
grew by 18.7% at P=1,199 million for the year ended December 31, 2018 versus
=1,010 million in same period last year. EBITDA improved by 18.5% to P
P =1,428 million
for the year 2018 against P
=1,205 million for the same period in 2017.

(xviii) Specialty Stores Segment. The net sales of the Specialty Stores segment increased by
17.0% from P =15,550 million to P
=18,200 million for the twelve months ended December
31, 2017 and December 31, 2018, respectively. The higher net sales were attributed to
sales contribution from the new stores and the healthy same store sales growth for the
period of 6.9%. The Specialty segment added 45 net new stores after end of December
2017 bringing the store network to 387 by the end of December 2018.

The cost of merchandise sold by the Specialty Stores segment grew at a slightly faster
rate than net sales at 18.1% from P =11,350 million to P
=13,403 million for the twelve
months ended December 31, 2017 and December 31, 2018, respectively. This resulted
to a gross profit increase of 14.2% from P
=4,200 million to P
=4,797 million.

For the year ended December 31, 2018, the Specialty Stores segment generated an
EBITDA of P =1,283 million, an increase of 9.8% from last year’s EBITDA of
=1,169 million.
P

Financial Position

As of December 31, 2018, the Company’s balance sheet showed consolidated assets of
=107,777 million, which is 31.1% higher than the total consolidated assets of P
P =82,181 million as of
December 31, 2017.

Cash and cash equivalents increased from P =14,565 million as of December 31, 2017, to
=10,788 million as of December 31, 2018. Net cash generated from operating activities totaled
P
=10,430 million. Net cash used in investing activities amounted to P
P =6,374 million, P
=4,419 million of
which was used to acquire properties and equipment and P =847 million was used to acquire available-
for-sale investments. Net cash spent from financing activities amounted to P
=2,492 million.

Trade and other receivables increased by 41.9% from P


=2,235 million to P
=3,172 million as of December
31, 2018.

Intangible assets increased from P


=5,271 million to P=19,269 million as a result of the goodwill and
trademarks arising from the acquisition of Rustan Supercenters, Inc. in 2018.

Trade and other payables increased from P


=17,774 million to P
=24,577 million as of December 31, 2018.

Current loans payable increased as a result of availments and payments during the year amounting to
=7,558 million and P
P =8,642 million, respectively.

46
- 47 -

Stockholder’s equity grew from P =55,266 million as of December 31, 2017, to P


=72,704 million as of
December 31, 2018, due to additional 191,489,360 common share issuance for the acquisition of Rustan
Supercenters, Inc. valued at P
=72.05 per share.

Material Changes in the 2020 Financial Statements


(Increase/decrease of 5% or more versus 2019)
Consolidated Statements of Comprehensive Income-Year Ended December 31, 2020 versus year
ended December 31, 2019

7.3% decrease in Sales


The decrease is due to lockdowns and temporary store closures caused by COVID 19 pandemic.

11.5% decrease in Gross Profit


The decrease is due to lower sales caused by lockdowns and temporary store closures caused by
COVID 19 pandemic.

40.9% decrease in royalty, rent and other income


Primarily due to lower royalty income from convenience stores segment caused by COVID 19
pandemic.

10.5% decrease in operating expenses


Primarily due to lower expenses caused by store closures due to COVID

33.4% decrease in interest income


Caused by disposal of available for sale investment

26.7% increase in foreign currency exchange loss


Primarily due to decline in forex rates of USD to Peso.

72.7% decrease in dividend income


Primarily due to decline in investment in preferred shares.

87.6% increase in earnings from associate


Increase caused by equity in earnings in Rbank.

9.8% decrease in interest expense


decrease during the year is primarily due to lower interest expense of lease liability recognized.

220% Increase in other charges


This is due to higher one-off other income for the period

30.8% decrease in provision for income tax-current


Due to lower taxable income of the subsidiaries.

1.7% decrease in provision for income tax-deferred


Due deferred tax impact of PFRS 16 and excess MCIT

23.4% decrease in net income


Largely due to COVID 19 pandemic.

47
- 48 -

90.9% decrease in other comprehensive income


Primarily due to marked-to-market movements in the fair value of debt and equity instrument financial
assets.
Consolidated Statements of Financial Position - December 31, 2020 versus December 31, 2019
5.2% increase in cash and cash equivalents
Primarily from operations and redemption of available for sale investments.

18.7% decrease in trade and other receivables


Due to collections for the period.

12.2% increase in merchandise inventories


Due to increased volume of inventories relative to lower sales.

10% decrease in other current assets


Due to decline in input value added tax.

6.2% decrease in Available for Sale Investment


Decline is due to redemptions during the year.

5.8% decrease in Property and Equipment


Decline is due to depreciation for the period.

9.4% increase in Investment in Associate


This is caused by new investments during the year.

19.1% increase in intangible assets


This is caused by new acquisitions during the year.

51.7% increase in deferred tax asset-net


Primarily due to DTA from impact of PFRS 16.

64.5% decrease in retirement plan asset


Decline is caused by payment to retiring employees.

10% decrease in other non-current asset


Caused by decline in security deposits and construction bonds

6.9% decrease in payables


The decrease is caused by payments of payable for the year.

106.8% increase in Loans


Decline is caused by payment of loans for the period.

55.9% decrease in income tax payable


Decrease in income tax payable is a result of lower taxable income.
23.4% increase in deferred tax liability
Caused by acquisition during the period

36.8% increase in net retirement obligation


Primarily due to accrual of pension expense during the year.

48
- 49 -

100% decrease in other noncurrent liabilities


Primarily due to payment during the year.

100% increase in treasury stock


This is caused by share buyback of the Company for the period.

59% increase in other comprehensive income


Increase is due to movements in fair value of debt and equity instrument financial assets

5.1% increase in retained earnings


Movement is due to net income during the year, net of dividends declared.

Key Performance Indicators


A summary of RRHI’s key performance indicators follows:

Key Performance 2020 2019 2018


Indicators
Before After PFRS Before After PFRS
PFRS 16 16 PFRS 16 16
(in millions)
Net sales 151,070.3 151,070.3 162,916. 162,916.5 =132,681
P
EBIT 4,985.9 5,779.4 7,160 7,798 6,626
EBITDA 8,045.9 10,235.8 10,236 14,678 9,021
Core Net Earnings 3,681.2 2,710.8 5,161 4,054 5,000
Ratios
Liquidity ratio:
Current ratio 1.47 1.36 1.52 1.42 1.22
Profitability ratio:
Gross profit margin 0.22 0.22 0.23 0.23 0.22
Debt to equity ratio 0.12 0.12 0.43 0.80 0.48
Asset to equity ratio 1.46 1.82 1.42 1.80 1.48
Interest rate coverage 34.05 2.48 23.81 3.02 41.65
ratio

The manner in which the Company calculates the above key performance indicators is as follows:

Key Performance Indicators


Net sales = Gross sales net of VAT, less sales returns and allowances and sales
discounts
EBIT = Operating income
EBITDA = Operating income add depreciation and amortization expense.
Core Net Earnings = Net income less equity in net earnings of an associate less interest
income on bond investments less unrealized foreign currency
exchange
gain (loss)
Current ratio = Total current assets over current liabilities
Operating margin = Operating income over net sales
Debt to equity ratio = Total liability over total equity
Asset to equity ratio = Total assets over total equity
Interest coverage ratio = EBIT over interest expense

49
- 50 -

The Company pursued its efforts in converting the proceeds from its IPO into acquisition of investments
and network expansion. Without PFRS 16 impact, the current ratio increased from 1.47 to 1.52 times in
2018 and 2019, respectively. The Company does not expect any liquidity problems that may arise in the
near future.

Trends, Events or Uncertainties that have had or that are reasonably expected to affect revenues
and income

a.) The Philippine retail industry has experienced strong growth in recent years, primarily due to robust
domestic economic growth as well as the population’s growing desire to upgrade their lifestyles.
However, market concentration of the Philippines’ store-based retailing industry remains relatively
low, with only a few major retail chain operators having a sizeable presence. The leading incumbent
domestic retailers have created high barriers to entry based on their nationwide network of stores,
brand equity as well as deep understanding of the market. In addition, foreign retail presence is also
relatively limited as foreign entry was highly regulated until 2000.

As one of the most underpenetrated markets in Asia, the Philippine store-based retail industry
presents strong growth potential in the foreseeable future. Similarly, total retail space per capita in
the Philippines is behind that of other emerging Asian economies such as China, Thailand, Malaysia
and Vietnam.

Penetration level of the modern retail format is currently low in the Philippines, with only a few
major retail chains. Small traditional sari-sari stores remain the dominant channel for the entire
grocery retail market, especially in lower-tier cities where the level of economic activity does not
yet justify significant development by the larger retail chains. Sari-sari, which means “variety”,
indicates the wide array of grocery products sold by these small shops, which are prevalent, both in
urban and rural areas. In provincial areas, the absence of supermarket chains and independent small
grocers highlights the importance of sari-sari stores as the primary source of grocery products
including packaged food, home care, and beauty and personal care, especially among the lower-
income population.

With the rapid emergence of modern retail formats driven by increasing affluence in urban areas as
well as the creation of a wider pool of higher-income consumers in provincial cities, the proportion
of sales from traditional retail formats is expected to gradually decline and replaced by successful
large-scale modern retailers.

On March 16, 2020, the President of the Philippines issued Proclamation No. 929 declaring a state
of calamity throughout the Philippines due to COVID 19 which resulted to the imposition of an
Enhanced Community Quarantine throughout Luzon starting midnight of March 16, 2020 until
April 12, 2020.

The Group has recognized the health and business risks posed by the virus to the general public and
the need to join the collective effort in mitigating the spread of COVID-19. Its supermarkets,
convenience stores and drugstores formats, which are considered essential to the nationwide effort,
remain open to serve the public. In the face of this global crisis, the Group remains collected and
vigilant as it operates and maintains mitigation efforts to help safeguard the health and safety of its
employees and customers.

50
- 51 -

Given the dynamic nature of these circumstances, the related impact on the Group's results of
operations, cash flows and financial condition could not be reasonably estimated at this time and
will be reflected in the Group's 2020 financial statements.

b.) Any events that will trigger direct or contingent financial obligation that is material to the
company, including any default or acceleration of an obligation.

Not Applicable

c.) All material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the company with unconsolidated entries or other
persons created during the reporting period.

Not Applicable

Item 7. Financial Statements

The Consolidated financial statements are filed as part of this report.

Item 8. Changes and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements with the external auditors on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to their
satisfaction, would have caused the auditors to make reference thereto in their reports on the financial
statements of the Company and its subsidiaries.

(A) External Audit Fees and Services

Audit and Audit - Related Fees

The following table sets out the aggregate fees billed to the Company and its subsidiaries for the last
two years for professional services rendered by SyCip, Gorres Velayo & Co.,

2020 2019 2018


Audit and Audit-Related Fees
Fees for services that are normally
provided by the external auditor in
connection with statutory and
regulatory filings or engagements =9,407,440
P =8,788,422
P =7,209,524
P
Professional Fees related to the
Initial Public Offering None None None
Tax Fees None None None
All Other Fees 430,000 370,370 336,700
Total =9,837,440
P =9,158,792
P =7,546,224
P
No other service was provided by external auditors to the Company for the calendar years 2020, 2019
and 2018.

51
- 52 -

PART III – CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Registrant


(A) Board of Directors and Executive Officers of the Registrant
Currently, the Board consists of nine members, of which four are independent directors. The table below
sets forth certain information regarding the members of our Board.

DIRECTORS
Name Age Position Citizenship
Lance Y. Gokongwei 54 Chairman Filipino
James L. Go 81 Vice-Chairman Filipino
Robina Gokongwei-Pe 59 President and Chief Executive Officer Filipino
Ian McLeod 62 Director British
Samuel Sanghyun Kim 58 Director American
Antonio L. Go* 81 Independent Director Filipino
Roberto R. Romulo 82 Independent Director Filipino
Rodolfo P. Ang 59 Independent Director Filipino
Cirilo P. Noel 64 Independent Director Filipino

* He is not related to any of the other directors

All of the above directors have served their respective offices since May 14, 2020, except for Mr. Cirilo
P. Noel who has been an independent director of the Company since August 12, 2020. There are no
other directors who resigned or declined to stand for re-election to the board of directors since the date
of the last annual meeting of the stockholders for any reason whatsoever.

Messrs. Antonio L. Go, Roberto R. Romulo, Rodolfo P. Ang and Cirilo P. Noel are the independent
directors of the Company.

The table below sets forth certain information regarding our executive officers.

Name Age Position Citizenship


Mylene A. Kasiban 51 Chief Financial Officer and Chief Filipino
Risk Officer
Gina R. Dipaling 56 Investor Relations Officer Filipino
Gabriel Tagala III 52 Vice President, Human Resources Filipino

Graciela A. Banatao 45 Treasurer Filipino


Rosalinda F. Rivera 50 Corporate Secretary Filipino
Gilbert S. Millado, Jr. 47 General Counsel and Compliance Filipino
Officer

A brief description of the directors and executive officers’ business experience and other directorships
held in other reporting companies are provided as follows:

52
- 53 -

James L. Go is the Vice Chairman of the Company and the Chairman of JG Summit Holdings, Inc., and
Cebu Air, Inc. He is also Chairman and Chief Executive Officer of Oriental Petroleum and Minerals
Corporation. He is the Chairman Emeritus of Universal Robina Corporation, Robinsons Land
Corporation, JG Summit Petrochemical Corporation and JG Summit Olefins Corporation. He is also the
President and Trustee of the Gokongwei Brothers Foundation, Inc. He has been a director of PLDT, Inc.
since November 3, 2011. He is a member of the Technology Strategy and Risk Committees and Advisor
of the Audit Committee of the Board of Directors of PLDT, Inc. He was elected a director of Manila
Electric Company on December 16, 2013. Mr. James L. Go received his Bachelor of Science Degree
and Master of Science Degree in Chemical Engineering from Massachusetts Institute of Technology,
USA.

Lance Y. Gokongwei is the Chairman of the Company. He is the Chairman of Robinsons Supermarket
Corporation, and Robinsons Convenience Stores, Inc. He is the President and Chief Executive Officer
of JG Summit Holdings, Inc. and Cebu Air, Inc. He is the Chairman of Universal Robina Corporation,
JG Summit Petrochemical Corporation, JG Summit Olefins Corporation, Robinsons Land Corporation
and Robinsons Bank Corporation. He is a director and Vice Chairman of Manila Electric Company and
a director of Oriental Petroleum and Minerals Corporation and United Industrial Corporation Limited.
He is a member of the Board of Global Reporting Initiative. He is also a trustee and Chairman of the
Gokongwei Brothers Foundation, Inc. Mr. Lance Y. Gokongwei received a Bachelor of Science degree
in Finance and a Bachelor of Science degree in Applied Science from the University of Pennsylvania.

Robina Gokongwei Pe is the President and Chief Executive Officer of the Company. She is also a
director of JG Summit Holdings, Inc., Robinsons Land Corporation, Cebu Air, Inc., and Robinsons Bank
Corporation. She is a trustee and the secretary of the Gokongwei Brothers Foundation, Inc. and a trustee
of the Immaculate Concepcion Academy Scholarship Fund. She is also a member of the Xavier School
Board of Trustees. She was formerly a member of the University of the Philippines Centennial
Commission and was a former trustee of the Ramon Magsaysay Awards Foundation. She attended the
University of the Philippines-Diliman from 1978 to 1981 and obtained a Bachelor of Arts degree
(Journalism) from New York University in 1984.

Ian McLeod was elected as a director of the Company on November 23, 2018. He was named Group
Chief Executive of The Dairy Farm Group in September 2017 (the pan-Asian multi-format retailer),
having spent the previous two years as Chief Executive Officer of Southeastern Grocers, the fifth largest
supermarket chain in the United States. With over 30 year’s retail experience, Ian began his career with
Asda (subsequently Wal-Mart) in 1981, where he spent 20 years working in the United Kingdom and
Germany. Following this, he moved to Halfords (the UK’s leading cycling and motoring retailer) where
he became Chief Executive Officer in 2005. In 2008, he moved to Australia as Managing Director of
Coles, overseeing 2,200 outlets and 100,000 employees. Whilst there he oversaw fundamental
improvements in product quality and value as well as customer service. This resulted in Coles producing
substantial increases in both turnover and profits, as well as significant market outperformance. Ian
attended the Harvard Business School Advanced Management Program in 1999 and was awarded an
Honorary Doctorate in his native Scotland in 2010 for services to Business and Retail.

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Samuel Sanghyun Kim was elected as a director of the Company on November 23, 2018. He joined
Dairy Farm Group as the Chief Executive Officer, South East Asia Division in April 2018, based in
Singapore. In August 2019, he was appointed as the Chief Executive Officer, Group Health & Beauty
and Chief Marketing & Business Development Officer. Mr. Kim also serves on the Board of Directors
for the Dairy Farm Management Services Ltd., Robinsons Retail Holding Inc. in the Philippines as well
as on the Board of ALL Guardian Co., Ltd. in Thailand.

Prior to joining the Dairy Farm Group, Mr. Kim was the Chief Executive Officer and then
Vice Chairman (2016-2018) for Home plus, a leading hypermarket, supermarket, convenience stores,
e-commerce retailer and mall operator in South Korea. Before Homeplus, Mr. Kim spent 30 years of his
career at Procter and Gamble (P&G), where he held a range of senior leadership roles and spearheaded
P&G’s businesses in Asia and the United States. Mr Kim was the President of P&G Korea from 2003
to 2008, before moving on to serve as Regional Head for P&G ASEAN and Asia Development Markets
from 2008 to 2015.

Mr. Kim majored in Political Science at the University of Pennsylvania and Management at the Warton
School of Business in the United States.

Antonio L. Go has been an Independent Director of the Corporation since July 4, 2013. He is currently
the Chairman of Equicom Savings Bank and ALGO Leasing and Finance, Inc. and My Health Ventures
Corporation. He is also the Vice Chairman of Maxicare Healthcare Corporation. He is also a Director
of Equitable Computer Services Corporation, Medilink Network, Inc., Equicom Manila
Holdings, Equicom, Inc., Equitable Development Corporation, Pin-An Holdings Corp., Equicom
Information Technology, Inc., T32 Dental Centre (Singapore), Dental Implant and Maxillofacial Centre
(Hong Kong), SteelAsia Manufacturing Corporation, Oriental Petroleum and Minerals, Inc., United
Industrial Corporation Limited (Singapore), Cebu Air, Inc., JG Summit Holdings, Inc., and Dito
Telecommunity Corporation. He is also a Trustee of the Go Kim Pah Foundation, Equitable
Foundation, Inc, and Gokongwei Brothers Foundation, Inc. Mr. Go graduated from Youngstown
University, United States with a degree in BS Business Administration. He attended the International
Advance Management Program at the International Management Institute, Geneva, Switzerland as well
as the Financial Planning/Control program at the ABA National School of Bankard Management,
Northwestern University, United States.

54
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Roberto R. Romulo has been an independent director of the Company since July 4, 2013. He is the
Chairman of AIG Philippines Insurance Inc., Medilink Network Inc., Nationwide Development
Corporation, and Romulo Asia Pacific Advisory. He is currently a board member of Equicom Savings
Bank, Philippine Long Distance Telephone Co. and Maxicare Healthcare Corporation. He is a Member
of the Board of Counselors of McLarty Associates (formerly Kissinger McLarty Associates). He is the
Chairman Emeritus of Zuellig Family Foundation and is the Chairman of other non-profit
organizations, namely, Carlos P. Romulo Foundation for Peace and Development and Asia Europe
Foundation of the Philippines. He joined government service in June 1989 when he was appointed
Ambassador to Belgium, Luxembourg and the Commission of the European Communities. In 1992, he
was appointed Secretary of Foreign Affairs. In 1995, he rejoined the private sector and was elected as
Chairman of PLDT, and Vice-Chair of San Miguel International. He was Chairman of Interpharma
Investments Ltd. (Zuellig Pharma) from 1997 to 2007. He was also a board member of United Industrial
Corporation Limited from January 2003 to April 2010 and of Singapore Land Limited from January
2003 to August 2014. He graduated with a Bachelor of Arts degree (Political Science) from Georgetown
University, Washington, D.C. and a Bachelor of Laws degree from Ateneo de Manila University.

Rodolfo P. Ang was elected as an independent director of the Corporation on March 9, 2020. He is the
Vice President for Administration and Information Systems and an Associate Professor of the School of
Management of Ateneo De Manila University. He is the former Dean of the Ateneo Graduate School of
Business. He is also an independent director of the Philippine Insurers and Reinsurers Association. He
sits on the Board of Trustees of Xavier School. He has served the Commission on Higher Education in
various capacities, as a member of the Technical Panel for Business and Management Education,
member of the Technical Committee for Business Administration and Entrepreneurship, and member
of the NCR Regional Quality Assessment Team. He obtained his Bachelor of Science Degree in
Management (Honors Program) and Bachelor of Arts Degree in Communications from Ateneo De
Manila University where he graduated Magna Cum Laude. He received his Master's Degree in Business
Administration Major in Finance from Boston College, Carroll Graduate School of Management.

Cirilo P. Noel was elected as an independent director of the Corporation on August 12, 2020. He is a
lawyer and certified public accountant. Mr. Noel is a member of the Board of Directors of Security Bank
Corporation and was appointed Vice Chairman in April 2020. He is likewise a Board member of the
following publicly listed companies: Globe Telecom, Inc., San Miguel Foods and Beverage, Inc. and
JG Summit Holdings, Inc. He is a member of the Board of St. Luke's Medical Center-Global City since
August 2017. He is also a member of the Board of Trustees of St. Luke's Medical Center-Quezon City,
St. Luke's Medical Center College of Medicine, and St. Luke's Medical Center Foundation, Inc. He is
also currently affiliated with the Makati Business Club, Harvard Law School Association of the Phils.,
and Harvard Club of the Philippines. He held various positions in SGV & Co. including Chairman (from
2010 to 2017), Managing Partner (from 2009 to 2016), Vice Chairman & Deputy Managing Director
(from 2004 to 2009), Head of Tax Division (from 2001 to 2008), and Partner, Tax Services (from 1993
to 2017). He graduated from the University of the East with a Bachelor of Science degree in Business
Administration and obtained his Bachelor of Law degree from the Ateneo Law School. He has a Master
of Law degree from the Harvard Law School and a Fellow of the Harvard International Tax Program.
He attended the AIM Management Development Program.

55
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(i) Officers
James L. Go, see “i. Directors”.

Robina Y. Gokongwei-Pe, see “i. Directors”.

Mylene A. Kasiban, is the Chief Financial Officer (CFO) of the Company since May 2016. She has
more than 15 years of experience as a CFO in country and regional capacities for multinational
companies such as Mondelez, The Hershey Company and Johnson and Johnson. Mylene is a Certified
Public Accountant and graduated Cum Laude with a Bachelor of Science in Accounting and Economics
from St. Scholastica's College. She has a Masters in Business Administration from the University of
Bath, UK and a Post Graduate Diploma in Financial Strategy from the Said Business School, University
of Oxford.

Graciela A. Banatao, is the Company Treasurer. She graduated Cum Laude with a Bachelors Degree
in Accountancy from St. Paul University (Tuguegarao City) in 1996 and became a Certified Public
Accountant in the same year. She started her career in Sycip, Gorres and Velayo (SGV) as account-in-
charge in 1996 and has a total of 19 years experience in treasury and accounting from companies such
as SGV, Questronix Corporation, Abbott Laboratories and Universal Robina Corporation. She joined
the Robinsons Retail group in 2014.

Rosalinda F. Rivera has been the Corporate Secretary of the Company since June 2013. In 2020, she
assumed the role of Corporate Secretary for all the subsidiaries of the Company. She was the Corporate
Secretary of JG Summit Holdings, Inc., Universal Robina Corporation, and Robinsons Land
Corporation from 2003 up to 2020. Prior to joining the JG Group in 2002, she was a Senior Associate
at Puno and Puno Law Offices. She received a degree of Juris Doctor from the Ateneo de Manila
University School of Law and a Masters of Law degree in International Banking from the Boston
University School of Law.

Gina R. Dipaling is the Vice-President for Corporate Planning and Investor Relations Officer for the
Company. She was an Investment Research Analyst and Director for two decades at various
multinational stock brokerage firms before joining the Gokongwei Group in 2010. She started as
Corporate Planning Manager and IR Director at JG Summit and was promoted and transferred to
Robinsons Retail in 2013. She is a graduate of BS Mathematics Cum Laude at Silliman University and
a masters degree candidate on MS Statistics at the University of the Philippines Diliman.

Gabriel D. Tagala III is the Vice-President for Human Resources of the Company, joining the Company
2017. He was previously the Human Resources Director for Southeast Asia, Branded Consumer Foods
Group, of Universal Robina Corporation. He received a Bachelor of Arts degree from San Sebastian
College.

Atty. Gilbert S. Millado Jr., is the General Counsel,Assistant Corporate Secretary, and Compliance
Officerof the Company and the General Counsel and Corporate Secretary of all subsidiaries under the
Company. He was previously the Corporate Legal Counsel of RLC from 2003 to 2012. He also served
as the Corporate Legal Counsel of the Araneta Properties from 2000 to 2003. He received a Bachelor of
Laws degree from Far Eastern University and was admitted to the Philippine Bar in 2000.

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(B) Significant Employees

The Company does not believe that its business is dependent on the services of any particular
employee.

(C) Family Relationships

a. Mr. James L. Go is the uncle of Mr. Lance Y. Gokongwei.


b. Mr. Lance Y. Gokongwei and Ms. Robina Gokongwei-Pe are siblings.

(D) Involvement in certain Legal Proceedings of Directors and Executive Officers

As of December 31, 2020, and to the best of the Company’s knowledge and belief and after due
inquiry, none of the Company’s directors, nominees for election as director, or executive
officers, in the past five years up to the date of this report: (i) have had any petition filed by or
against any business of which such person was a general partner or executive officer either at
the time of the bankruptcy or within a three-year period of that time; (ii) have been convicted
by final judgment in a criminal proceeding, domestic or foreign, or have been subjected to a
pending judicial proceeding of a criminal nature, domestic or foreign, excluding traffic
violations and other minor offences; (iii) have been subjected to any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise
limiting their involvement in any type of business, securities, commodities or banking
activities; or (iv) been found by a domestic or foreign court of competent jurisdiction (in a civil
action), the Philippine SEC or comparable foreign body, or a domestic or foreign exchange or
other organized trading market or self-regulatory organization, to have violated a securities or
commodities law or regulation and the judgment has not been reversed, suspended, or vacated.

Item 10. Executive Compensation

Key management personnel of the Group include the President and Chief Operating Officer.

(A) Summary Compensation Table

The following table sets out the Company’s chief operating officer and four most highly
compensated senior officers for the last three years and projected for the ensuing year (2021).

Name Position
Robina Y. Gokongwei-Pe…………………... President and Chief Executive Officer
Mylene A. Kasiban…………………………. Chief Financial Officer
Justiniano S. Gadia......................................... Managing Director- Supermarket Segment
Manuel Dy………………………………….. SVP-Business Development
Stephen M. Yap…………………………….. Vice President – Chief Information Officer

The aggregate compensation of executive officers and directors of the Company for last year
and projected for the year 2021 are as follows:

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ACTUAL
Year Salaries Bonuses Total
(in ₱ million)
President, Managing Director of 2017 43.66 2.97 46.63
Supermarket Segment, Chief Financial
2018 45.43 3.22 48.65
Officer, SVP-Business Development and
Chief Information Officer named above 2019 48.57 3.45 52.02
2020 51.67 4.36 56.03

Aggregate compensation paid to all other


general managers, heads for shared services 2017 88.05 5.91 93.96
and directors as a group unnamed
2018 89.17 6.93 96.10

2019 112.74 9.54 122.3

2020 116.8 9.95 126.76

(B)

PROJECTED 2021 (in ₱ million)


Salaries Bonuses Total
President, Managing Director of 53.34 4.56 57.9
Supermarket Segment, Chief Financial
Officer, SVP-Business Development
and Chief Information Officer named
above

Aggregate compensation paid to all 126.37 10.79 137.16


other general managers, heads for
shared services and directors as a group
unnamed

(C) Standard Arrangements

Other than payment of reasonable per diem as may be determined by the Board for every
meeting, there are no standard arrangements pursuant to which the directors are compensated,
directly or indirectly, for any services provided as a director.

(D) Other Arrangements

(E) There are no other arrangements pursuant to which any of the directors is compensated,
directly or indirectly, for any service provided as a director.

(F) Terms and Conditions of any Employment Contract or any Compensatory Plan or
Arrangement between the Company and the Executive Officers

Not applicable.

(G) Outstanding Warrants or Options Held by the Company’s CEO, the Executive Officers
and Directors.

Not applicable.

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Item 11. Security Ownership of Certain Record and Beneficial Owners and Management

Security Ownership of Certain Record and Beneficial Owners holding more than 5% of
the Company’s voting securities as of December 31, 2020

As of December 31, 2020, the Company knows no one who beneficially owns in excess of 5% of the
Company’s common stock except as set forth in the table below.

Names and addresses of Name of beneficial


record owners and owner and
Title of relationship with the relationship with Number of shares % to Total
Class Company record owner Citizenship held Outstanding
Common JE Holdings, Inc. Same as record Filipino 491,299,997 31.42%
43/F Robinsons Equitable owner
Tower, ADB Avenue corner (See note 1)
Poveda Street
Ortigas Center, Pasig City
(stockholder)

Common PCD Nominee Corporation PDTC Participants Filipino 212,108,618 13.56%


(Filipino) and their clients
37/F Tower 1, The (See note 2)
Enterprise Center, Ayala
Ave. cor. Paseo de Roxas,
Makati City
(stockholder)

Common PCD Nominee Corporation PDTC Participants Non-Filipino 223,325,905 14.28%


(Non-Filipino) and their clients
37/F Tower 1, The (See note 2)
Enterprise Center, Ayala
Ave. cor. Paseo de Roxas,
Makati City
(stockholder)

Common Mulgrave Corporation Same as record Dutch/ 315,308,689 20.18%


B.V./GCH Investments Pte owner Singaporean
Ltd (See note 4)
Atrium Building,
Strawinskylaan 3007
1077 ZX Amsterdam,
Netherlands/ 239 Alexandra
Road, Singapore 159930
(stockholder)

Notes:
1. JE Holdings, Inc. is a company owned by members of the Gokongwei family. Under the By-Laws of JE Holdings, Inc.,
the President is authorized to represent the Corporation at all functions and proceedings. The incumbent President of JE
Holdings, Inc. is Mr. Lance Y. Gokongwei.

2. PCD Nominee Corporation is the registered owner of the shares in the books of the Corporation’s transfer agent. PCD
Nominee Corporation is a corporation wholly-owned by Philippine Depository and Trust Corporation, Inc. (formerly the
Philippine Central Depository) (“PDTC”), whose sole purpose is to act as nominee and legal title holder of all shares of

59
- 60 -

stock lodged in the PDTC. PDTC is a private corporation organized to establish a central depository in the Philippines
and introduce scripless or book-entry trading in the Philippines. Under the current PDTC system, only participants (brokers
and custodians) will be recognized by PDTC as the beneficial owners of the lodged shares. Each beneficial owner of
shares though his participant will be the beneficial owner to the extent of the number of shares held by such participant in
the records of the PCD Nominee.

3. Out of the PCD Nominee Corporation account, CLSA Philippines, Inc., Deutsche Bank Manila, and The Hongkong and
Shanghai Banking Corp. Ltd. hold for various trust accounts the following shares of the Corporation as of December 31,
2020:

No. of shares % to outstanding shares

CLSA Philippines, Inc. 123,819,948 7.92%


The Hongkong and Shanghai Banking Corp. Ltd 85,550,022 5.47%
Deutsche Bank Manila-Clients A/C 85,441,214 5.46 %
Voting instructions may be provided by the beneficial owners of the shares.

4. Mulgrave Corporation B.V. and GCH Investments Pte Ltd are wholly owned members of Dairy Farm International
Holdings Ltd. Group of Companies.

(A) Security Ownership of Management as of December 31, 2020

Amount & nature of beneficial


Title of ownership % to Total
Class Name of beneficial owner Position Direct Indirect Citizen Outstanding
ship
Named Executive Officers (Note 1)
Common 1. Lance Y. Gokongwei Director, Chairman 107,538,351 - Filipino 6.88%
Common 2. Robina Gokongwei-Pe Director, President and 89,906,846 - Filipino 5.75%
Chief Executive Officer

Sub-Total 197,445,197 - 12.63%


Other Directors and Executive Officers
Common 3. James L. Go Director and Vice 31,928,005 - Filipino 2.04%
Chairman
Common 4. Ian McLeod Director 1 - British *
Common 5. Samuel Sanghyun Kim Director 1 - Americ *
an

Common 6. Antonio L. Go Director (Independent) 1 - Filipino *

Common 7. Roberto R. Romulo Director (Independent) 1 - Filipino *

Common 8. Rodolfo P. Ang Director (Independent) 1 - Filipino *

Common 9. Cirilo P. Noel Director (Independent) 1 - Filipino *

- 10. Mylene A. Kasiban Chief Financial Officer - - Filipino -

- 11. Graciela A. Banatao Treasurer - Filipino

Common 12. Gina R. Dipaling Investor Relations 1,500 - Filipino -


Officer
- 13. Gabriel Tagala III Vice President, Human - - Filipino -
Resources

60
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Amount & nature of beneficial


Title of ownership % to Total
Class Name of beneficial owner Position Direct Indirect Citizen Outstanding
ship
- 14. Rosalinda F. Rivera Corporate Secretary - - Filipino -
Common 15. Gilbert S. Millado, Jr. General Counsel and 500 - Filipino *
Compliance Officer
Sub-Total 31,930,011 - 2.04%
229,375,208 - 14.67%
All directors and executive officers as a group unnamed

Notes:
As defined under Part IV (B) (1) (b) of Annex “C” of SRC Rule 12, the “named executive officers” to
be listed refer to the Chief Executive Officer and those that are the four (4) most highly compensated
executive officers as of December 31, 2020.

(B) Voting Trust Holders of 5% or more - as of December 31, 2020

There are no persons holding more than 5% of a class under a voting trust or similar agreement.

Changes in Control

As of December 31, 2020, there has been no change in the control of the Corporation since the beginning
of its last fiscal year.

Item 12. Certain Relationships and Related Transactions

See Note 24 (Related Party Transactions Disclosures) of the Notes to Consolidated Financial
Statements.

The Company and its subsidiaries and affiliates, in their regular conduct of business, have engaged in
transactions with each other and with other affiliated companies, consisting principally of sales and
purchases at market prices and advances made and obtained.

61
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PART IV – CORPORATE GOVERNANCE

Item 13. Corporate Governance

Corporate Objectives
Robinsons Retail Holdings, Inc. aims to retain its position as the second-largest multi-format retailer in
the Philippines catering to the broad middle market. It plans to expand its store network across its
retail formats with focus on regions outside of Metro Manila where modern retail penetration is still
low. Aside from organic expansion, part of its strategy is to participate in the market’s consolidation
by entering into mergers and acquisitions in existing and complementary retail formats. Robinsons
Retail targets consistent sales growth while improving margins to ensure sustainability of operations.

Dividend Policy
On July 4, 2013, the Company’s dividend policy was approved by its Board. The Company intends to
maintain an annual cash dividend payout ratio of twenty percent (20%) of its audited consolidated net
income for the preceding fiscal year subject to compliance with the requirements of applicable laws
and regulations, the terms and conditions of its outstanding loan facilities and the absence of
circumstances which may restrict the payment of such amount of dividends, including, but not limited
to, instances wherein the Company proposes to implement and undertake major projects and
developments through its subsidiaries. There can be no guarantee that the Company will pay any
dividends in the future.

In 2018, Robinsons Retail Holdings, Inc. (RRHI) confirmed its compliance with its Corporate
Governance Manual which contains relevant provisions of the Code of Corporate Governance. RRHI
submitted the following documents in compliance with Securities and Exchange Commission and the
Philippine Stock Exchange mandate:

Document Submitted to Date of Submission


2013 Annual Corporate Securities and Exchange May 30, 2014
Governance Report (ACGR) Commission (SEC)
2014 Annual Corporate Securities and Exchange January 20, 2015 (uploaded in
Governance Report (ACGR) Commission (SEC) the Company website)
2014 Corporate Governance The Philippine Stock March 27, 2015
Guidelines Disclosure Survey Exchange, Inc. (PSE)
Revised Corporate Governance Securities and Exchange July 16, 2015
Manual Commission (SEC)
2015 Annual Corporate Securities and Exchange January 31, 2016 (uploaded in
Governance Report (ACGR) Commission (SEC) the Company website)
2015 Corporate Governance The Philippine Stock March 31, 2016
Guidelines Disclosure Survey Exchange, Inc. (PSE)
2016 Annual Corporate Securities and Exchange January 10, 2017 (uploaded in
Governance Report (ACGR) Commission (SEC) the Company website)
2016 Corporate Governance The Philippine Stock March 31, 2017
Guidelines Disclosure Survey Exchange, Inc. (PSE)
Revised Corporate Governance Securities and Exchange May 31, 2017
Manual Commission (SEC)

62
- 63 -

2017 Integrated Annual Securities and Exchange May 30,2018


Corporate Governance Report Commission (SEC) and The
(I-ACGR) Philippine Stock Exchange,
Inc. (PSE)
2018 Integrated Annual Securities and Exchange May 30, 2019
Corporate Governance Report Commission (SEC) and The
(I-ACGR) Philippine Stock Exchange,
Inc. (PSE)

In reference to SEC Memorandum Circular No. 15 Series of 2017, the Company shall submit the
Integrated Annual Corporate Governance Report or the i-ACGR (formerly known as the Annual
Corporate Governance Report or the ACGR) to SEC and PSE on or before May 30,2020. Beginning
2018, covering information from year 2017, the i-ACGR will be replacing the ACGR and the PSE CG
Disclosure Survey.

PART V – EXHIBITS AND SCHEDULES

Item 14. Exhibits and Reports on SEC Form 17-C

List of Corporate Disclosures / Replies to SEC letters


Under SEC Form 17-C
June 1, 2019 to December 31, 2020

Date of Disclosure Description


Jan. 3, 2020 Merger of Robinsons Inc., Robinsons Toys, Inc. and Robinsons Gourmet
Food and Beverage Inc., with and into Robinson’s Supermarket Corporation
Feb. 19, 2020 Sale by Robinson’s Supermarket Corporation of Chic Centre Corporation
Feb. 27, 2020 Amendment to the Articles of Incorporation in order to reduce the no. of
board seats from 11 to 9

Feb. 28, 2020 Press release entitled “Rustan Supercenters is EBIT positive for FY 2019”
March 5, 2020 Solicitation of Written Assent of Stockholders for the Amendment of the
Articles of Incorporation
March 9, 2020 Approval of Share Buyback Program
Adoption of a New Dividend Policy
Election of an Independent Director
March 12, 2020 Reply to Exchange’s Query on Additional Information on the Share Buybacl
Program
March 16, 2020 Covid 19 Impact, Risks and Mitigation Efforts
March 24, 2020 Share Buyback
March 25, 2020 Written Assent of the Stockholders for the Amendment of the Articles of
Incorporation

March 25, 26 and 27 2020 Share Buyback

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- 64 -

March 27, 2020 Notice of Annual Meeting of Stockholders

March 30, 2020 Share Buyback


April 2 and 3, 2020
April 8, 2020 Receipt by RRHI of the Written Assent of the Stockholders Approving the
Amendment of the Articles of Incorporation

April 14, 2020 Amendment of the Notice of the Annual Meeting of Stockholders
April 17, 20, 21, 22, 23, 24, Share Buyback
and 27, 2020

April 29, 2020 Press release entitled “Robinsons Retail’s 1Q 2020 Net Income to Parent up
by 45%”
May 4,5,6,7,8,11,12 and Share Buyback
13, 2020

May 13, 2020 Amendments to By-Laws to allow attendance, participation and voting of
stockholders via remote communication and voting in absentia
Declaration of cash dividends
May 14, 2020 Share Buyback
Results of Annual Meeting of Stockholders
Results of Organizational Meeting of the Board of Directors
May 15, 27, 28 and 29, Share Buyback
2020
June 1, 2, 15, 16, 17, 18, Share Buyback
19, 22, 23, 24, 25, 26, 29
and 30, 2020
July 1, 2, 3, 6, 7, 8, 9, 10, Share Buyback
13, 14, 15, 16, 17, 20, 21,
22, 23, 24, 27, 28 and 29,
2020
July 30, 2020 Share Buyback
Press release entitled “Robinsons Retail’s 1 H 2020 Net Income to Parent at
P1.6 billion”
Aug. 3, 4, 5, 6, 7 and 10, Share Buyback
2020
Aug. 12, 2020 Election of an Independent Director
Appointment of the Chairman and members of the Board Committees
Re-allocation of the Use of Proceeds from the Initial Public Offering
Share Buyback
Aug. 13, 14, 17, 18, 19, 20, Share Buyback
24, 25, 26, 27 and 28, 2020

Sept. 1, 2, 3, 4, 7, 8, 9, 10, Share Buyback


11, 14, 15, 16, 17, 18, 22
and 23, 2020
Oct. 1, 6, 7 and 9 2020 Share Buyback

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- 65 -

Oct. 14, 2020 Approval by the SEC of the Amendment to the Articles of Incorporation
Oct. 16, 2020 Acquisition of Leading Visayas Drugstore Chain Rose Pharmacy
Approval by the SEC of the Amendments to the By-Laws

Oct. 27 and 28, 2020 Share Buyback


Oct. 29, 2020 Press release entitled “Robinsons Retail’s 3Q 2020 Results Climb From 2Q
Low”
Oct. 29 and 30, 2020 Share Buyback
Nov. 3, 4, 5, 9, 10, 11 and Share Buyback
13, 2020
Dec. 9, 10, 11, 14, 15, 16, Share Buyback
17, 19, 21, 22, 23, 28 and
29, 2020

Item 15. Use of Proceeds from Initial Public Offering


As disclosed in the Company's prospectus, gross and net proceeds were estimated at P =26.79 billion
and P=26.07 billion, respectively for the Primary Offer (excluding any additional expenses that may be
incurred in relation to the Over-allotment Option).
The Company received actual gross proceeds amounting to P =26.79 billion from the Primary offering
of 461,897,500 shares on November 11, 2013 and an additional P =0.23 billion from the exercised over-
allotment of 3,880,550 shares, and incurred P =745.65 million IPO-related expenses, resulting to actual
net proceeds of P=26.27 billion.
For the year ended December 31, 2020, the application of the net proceeds is broken as follows:
Use of Proceeds Amount in Pesos
Expansion of store network =835,496,143
P
Renovation of existing stores 191,000,963
Other corporate purposes 214,420,173
Repayment of bank loans 255,669,365
Total =1,496,586,644
P

65
Lance Y. Gokongwei P6235422B

Robina Gokongwei Pe 0003-7860984-5

Mylene A. Kasiban DO4-97-108149


Graciela A. Banatao DO6-06-255881
Rosalinda F. Rivera 33-2484959-1
SUSTAINABILITY REPORTING
ANNEX
2020
Annex A: Reporting Template
(For additional guidance on how to answer the Topics, organizations may refer to Annex B: Topic Guide)

Contextual Information
Company Details
Name of Organization Robinsons Retail Holdings, Inc.
Location of Headquarters 43F Robinsons Equitable Tower
ADB Avenue corner Poveda St.
Ortigas Center, Pasig City, Metro Manila, Philippines
Location of Operations Nationwide Operations
Report Boundary: Legal entities Robinson’s Supermarket Corporation; Robinsons Inc.; Rustan
(e.g. subsidiaries) included in this Supercenters Inc.; Robinson’s Handyman Inc.; Robinsons True
report* Serve Hardware Philippines Inc.; South Star Drug Inc.; TGP
Pharma Inc.; Robinsons Appliances Corp.; Robinsons Toys, Inc;
Robinsons Convenience Stores, Inc.; and Robinsons Daiso
Diversified Corp.
Business Model, including Multi-format Retailing including Supermarkets, Department
Primary Activities, Brands, Stores, Do-it-Yourself and Big Box Hardware, Drugstores,
Products, and Services Convenience Stores, and Specialty Formats, such as Fashion,
Beauty, Mass Merchandise, One-Price Concept Stores, and Pet
Retail.

Please see Business and General Information in RRHI 2020 SEC


17-A, pages 4-5.
Reporting Period January 1, 2020 to December 31, 2020
Highest Ranking Person Gina Roa-Dipaling
responsible for this report Vice President for Corporate Planning and Investor Relations
Officer and Sustainability Head

*If you are a holding company, you could have an option whether to report on the holding company only
or include the subsidiaries. However, please consider the principle of materiality when defining your report
boundary.

1
Materiality Process
Explain how you applied the materiality principle (or the materiality process) in identifying your
material topics.1
The Company generated its material topics by probing the impacts of its business units along its key
business activities – from product sourcing to empowering our employees and customers, to giving
access to quality goods, and determined to scope of this report to cover subsidiaries with the most
material contributions to the continuity of our operations. The material topics were validated through
workshops with key officers from the Company’s business units and engagement with major
stakeholder groups. For our selection of stakeholders affected, we also based this on the principle on to
whom the material topic is most material and directly influential to their interests.

ECONOMIC
Economic Performance
Direct Economic Value Generated and Distributed

Disclosure Amount (in millions) Units


Direct economic value generated (revenue) 151,070 PhP
Direct economic value distributed:
a. Operating costs 20,366 PhP
b. Employee wages and benefits 9,165 PhP
c. Payments to suppliers, other operating costs 121,303 Php
d. Dividends given to stockholders and interest payments 2,067* PhP
to loan providers
e. Taxes given to government 1,767 PhP
f. Investments to community (e.g. donations, CSR) 17.2 PhP
*Dividends + interest payments

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

The economic value generated • Suppliers Robinsons Retail Holdings, Inc. aims to
from the Company’s activities • Employees retain its position as one the largest
primarily affect the economic • Government multi-format retailer in the Philippines
conditions of the areas where it • Communities catering to the broad middle-income
operates. Its operations and supply • Customers market. It plans to expand its store
chain allow the Company to • Shareholders network across its retail formats with
directly and indirectly support
focus on regions outside of Metro Manila
employment and foster a
where modern retail penetration is still
sophisticated system of partners
low. Aside from organic expansion, part
and suppliers from across various
of its strategy is to participate in the
entrepreneurial backgrounds, from

1
See GRI 102-46 (2016) for more guidance.

2
big manufacturers to small and market’s consolidation by entering into
medium enterprises for both the mergers and acquisitions in existing and
trade and non-trade needs of its complementary retail formats. Robinsons
businesses. As it conducts its day- Retail targets consistent sales growth
to-day processes, the Company while improving margins to ensure
believes that it positively sustainability of operations.
contributes to economic growth
and social mobility among its For its shareholders, the Company
affected stakeholders. intends to maintain an annual cash
dividend payout ratio of 40 percent in
2020 of its audited consolidated net
income for the preceding fiscal year
subject to compliance with the
requirements of applicable laws and
regulations, the terms and conditions of
its outstanding loan facilities and the
absence of circumstances which may
restrict the payment of such amount of
dividends, including, but not limited to,
instances wherein the Company proposes
to implement and undertake major
projects and developments through its
subsidiaries. There can be no guarantee
that the Company will pay any dividends
in the future.

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

Please see Risks in RRHI 2019 SEC • Suppliers RRHI operates as a multi-format
Disclosure 17-A, page 20-21. • Employees stakeholder with a diverse portfolio
• Government offering the market both staple and
• Communities discretionary goods and services. It also
• Customers has strong financial foundations to
• Shareholders continue operations and remain resilient.
It has also developed business continuity
plans to protect its assets and has a
dedicated Enterprise Risk Management
Team overseen by the Board of Directors
of the Company.

Please see:
http://www.robinsonsretailholdings.com.

3
ph/corporate-governance/enterprise-
risk-management

What are the Opportunity/ies Which stakeholders are Management Approach


Identified? affected?

The Company has identified the • Suppliers RRHI crafts long-term objectives and
following opportunities: • Employees goals, which includes strengthening its
• Government business development for store
• Store expansion into
• Communities expansion and identification of key areas
underpenetrated cities and
• Customers for efficiency within its business. It also
municipalities
• Shareholders looks towards data-driven decision
• E-commerce making, especially in bolstering its loyalty
• Strategic synergies with programs, supply chains, operations, and
partners and affiliates collaborative initiatives with partners.
• Mergers & Acquisitions
• Better margins through
increased scale

4
Climate-related risks and opportunities2

RRHI commits to a target of reducing GHG intensity by 20% by 2030, measured as GHG emissions
relative financial performance in terms of revenue. Under our Supermarket Segment, the Company will
also pursue initiatives to reduce energy intensity by 10% through more energy-efficient materials and
equipment in stores, as well as the usage of lower impact refrigerants. Likewise, for 2021, the
Supermarket Segment aims increase engagement with farmers under the Farm to Table Program,
targeting to grow the sales contribution from the program 0.60% from 0.53% in 2020, and add 100 more
farmers to its current pool of 599. The process also encourages sustainable practices in production.

RRHI recognizes the relevance of climate-related risks and opportunities and is in the process of crafting
its comprehensive Climate Action Plan, scenario-building, and outlining long-term goals. The Company
plans to conduct studies within the next two to three years that further delineate the areas of materiality
in terms of its impacts to the environment and potential contributions to Climate Change, as well as
opportunities to engage environmental conservation. Using the RRHI 2018 Sustainability Report as a
conceptual foundation to inform the formulation of our management approaches and selection of
relevant metrics and targets, RRHI envisions having effective monitoring systems in place to effectively
assess and manage its carbon and plastic footprint.

Although still in need of adaptation and further study on its overall impact upon climate change metrics,
RRHI has been continually implementing energy-saving practices over the past years in select areas of our
operations, such as the shift to energy-efficient bulbs in our stores, inverter technology air-conditioners,
and refrigeration systems that make use of refrigerants that have less impact on the environment. While
RRHI is not water-intensive as a business, it also acknowledges the importance of reducing water
consumption and implements daily maintenance checks on its facilities.

At present, RRHI recognizes plastic use as a material topic in Climate Action, as it has implications on
reputational risks among our customers, investors and regulators, and the health of the environment and
the preservation of natural biodiversity through plastic leakage. RRHI’s primary use of plastic is through
the packaging and handling of goods that are ultimately sold to customers through our stores. The
Company also uses plastics in different aspects of its operations, at its headquarters and distribution
centers.

Plastics, particularly plastic packaging, is ubiquitous and currently crucial in RRHI’s business and supply
chain, given its ease of transportation, ability to aid in decreasing incidences of contamination and quality
reduction during transport and product display, as well aid in increasing shelf-life and food-safety for end
consumers. The latter is inseparable from RRHI’s primary business of fresh food and grocery retail through
supermarkets, which comprise around half of its business. Moreover, many of the products that are sold
in RRHI stores are in themselves made of plastic or have components made of plastic, such as home goods,
appliances, consumer electronics, hardware items, and beauty products.

2
Adopted from the Recommendations of the Task Force on Climate-Related Financial Disclosures. The TCFD Recommendations apply to non-
financial companies and financial-sector organizations, including banks, insurance companies, asset managers and asset owners.

5
However, the Company is aware that the very usefulness of plastic, which is due to its currently irreplicable
qualities at the scale it is produced, have also led to the difficulty in its management and measurement as
a waste product. RRHI acknowledges the issues that surround plastic waste and is exploring ways to
prevent its leakage into the environment, as well as mitigate the potential harmful effects that it does
indeed have on wildlife and natural environs. These include conducting information programs that
educate customers on the harms of plastic pollution, diverting plastic waste into recycled items, and
encouraging the use of reusable containers and shopping bags in our stores.

Procurement Practices

Proportion of spending on local suppliers


Disclosure Quantity Units
Percentage of procurement budget used for significant locations 99.3 %
of operations that is spent on local suppliers

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

Procurement of goods and services • Suppliers RRHI’s Business Units directly engage
from local suppliers is crucial to • Employees suppliers through its Merchandising and
sustaining the core operations of • Customers Operations Departments, and through
RRHI. It impacts livelihood and • Communities the Marketing Departments for joint
access to goods for end consumers. programs and promotions. Through its
For this disclosure, “local suppliers” stakeholder engagement and internal
are defined as Philippine-based assessments, RRHI has identified the
companies and businesses, Procurement terms, Payment schedule,
including distributors with import and availability of stocks for fast moving
licensees for foreign products, and items as relevant issues that the
defines “non-local suppliers” as Company closely monitors with its
those it directly engages for suppliers. RRHI values collaboration to
imports of foreign products. The achieve mutually-beneficial terms with
Company imports directly through our suppliers.
its subsidiary, Robinsons
For more information, please see page 40
Supermarket Corporation, and
of the 2018 RRHI Sustainability Report.
total importations constitute 0.7%
of payments to suppliers and other
operating costs. RRHI’s supply
chain represents many retailers, Please see:
ancillary businesses and various • Supplier Accreditation Policy:
service providers who in turn http://www.robinsonsretailholdi
provide businesses and ngs.com.ph/corporate-

6
employment to various other governance/supplier-
groups. accreditation-policy or
http://www.robinsonsretailholdin
gs.com.ph/download.php?file=m
edia/files/2020/Supplier%20Accre
ditation%20Policy.pdf

• Pages 34-45 of the 2018 RRHI


Sustainability Report:
http://www.robinsonsretailholdin
gs.com.ph/download.php?file=m
edia/files/2018/RRHI18SR_FA.pdf

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

RRHI has identified the following • Suppliers RRHI has a supplier accreditation policy to
risks under the material topic: • Customers assure that suppliers have the capacity to
meet the demands of the business at
• Quality Assurance and
consistent quality. Goods and stores are
Control for procured
also monitored by quality assurance
products
officers. It also has standard store
• Capacity to supply and procedures on the proper disposal of
replenish items for store waste and expired items.
• Proper waste disposal of
bad items Please see:

• Supplier Accreditation Policy:


http://www.robinsonsretailholdi
ngs.com.ph/corporate-
governance/supplier-
accreditation-policy or
http://www.robinsonsretailholdin
gs.com.ph/download.php?file=m
edia/files/2020/Supplier%20Accre
ditation%20Policy.pdf
• Pages 34-45 of the 2018 RRHI
Sustainability Report:
http://www.robinsonsretailholdin
gs.com.ph/download.php?file=m
edia/files/2018/RRHI18SR_FA.pdf

What are the Opportunity/ies Which stakeholders are Management Approach


Identified? affected?

7
RRHI has identified the following • Suppliers RRHI aims to forecast demand more
opportunities under the material • Customers accurately to maintain a just-in time
topic: inventory system. This, in return,
increases supply efficiency as
• Greater involvement with goods arrive only when they are needed.
small and medium RRHI’s distribution centers
enterprises follow a cross-docking system, where
• Introducing the market to goods from suppliers are consolidated
high-quality locally sourced and sent to RRHI’s stores in a strict, time-
products bound manner. This enables the faster
delivery of products and reduces the
• Improved demand
unnecessary maintenance of stocks.
forecasting

Anti-corruption
Training on Anti-corruption Policies and Procedures
Disclosure Quantity Units
Percentage of employees to whom the organization’s anti- 100 %
corruption policies and procedures have been communicated to
Percentage of business partners to whom the organization’s 100 %
anti-corruption policies and procedures have been
communicated to
Percentage of directors and management that have received 73 %
anti-corruption training*
Percentage of employees that have received anti-corruption 100 %
training

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

The impact occurs across multiple • Employees RRHI has anti-corruption policies and
touchpoints in the company’s programs contained within its Corporate
commercial operations, where its Governance manual, which are
employees are primarily involved. disseminated with the publication of RRHI
As a large multi-format retailer, Annual Report, which is accessible online.
RRHI transacts with multiple Through the Robinsons Retail Academy’s
stakeholders and safeguards its New Employees Orientation (Program),
financial and physical assets against the Company’s Code of Ethics and
corruption through a culture of Discipline is discussed as part of the
integrity and accountability. onboarding process. Through this,
employees are also made aware of
stipulated rules on potential disciplinary
actions from offenses.

8
In 2020, the Company also increased the
number of its Independent Director from
two (2) to four (4) out of the nine (9)
Board of the Directors. The shift in board
composition is strategic to the Company’s
long-term plans as it benefits from the
expertise of its members and fosters
impartial insight to protect stakeholder
interests, including minority
shareholders. The inclusion of
Independent Directors and their position
as Chairpersons in a number of Board
Committees is also in line with RRHI’s
adaptation of global best practices for
listed corporations.
What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

The company identifies potential • Employees The Company relies on the strict
incidences of corruption across its implementation of checks and balances
workforce. across its operational and administrative
processes to monitor and track all
material transactions. Its Internal Audit
procedures and policies, as well as
engagement with reputable external
auditors, are significant measures to
ensure clarity and traceability in Finance
and Operations.

What are the Opportunity/ies Which stakeholders are Management Approach


Identified? affected?

No identified opportunities. Not applicable. Not applicable.

Incidents of Corruption
Disclosure Quantity Units
Number of incidents in which directors were removed or 0 #
disciplined for corruption
Number of incidents in which employees were dismissed or 0 #
disciplined for corruption
Number of incidents when contracts with business partners 0 #
were terminated due to incidents of corruption

9
What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

No material impacts. Not applicable. Not applicable.

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

No identified material risks. Not applicable. Not applicable.

What are the Opportunity/ies Which stakeholders are Management Approach


Identified? affected?

No identified material Not applicable. Not applicable.


opportunities.

10
ENVIRONMENT
Resource Management
Energy consumption within the organization:
Disclosure 2019 2020 Units
Energy consumption (diesel) 54,704.10 78,952.07 GJ
Energy consumption (electricity) 719,854,810.77 231,153,043.36 kWh

Intensity of energy consumption


Disclosure 2019 2020 Units*
Diesel 0.009 0.014 L/revenue
Electricity 4.41 1.53 kWh/revenue

*based on FY revenue in millions Php

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

The Company relies on energy and • Suppliers At present, RRHI implements energy-
fuel for its daily operations and • Employees saving practices such as maintenance and
across its supply chain. Energy is • Customers conversion to energy efficient materials
sourced primarily from the local and appliances, such as LED bulbs,
electrical grid that services areas inverter technology airconditioners, and
where the Company’s stores refrigeration systems with less impact on
operate. In 2020, energy the environment. The Company also
consumption and intensity was closely monitors compliance
reduced primarily due to the requirements from the Department of
temporary store closures and Energy on standardized measures for
reduced operating hours, as energy and resources, especially for sites
mandated by government in that may cross the materiality threshold
response to COVID-19. on required disclosures for the agency.

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

RRHI has identified potential • Suppliers The Company is setting developing action
increased emissions with increased • Employees plans to reduce the dependence on high-
scale and for stores and • Customers intensity equipment across its
distribution centers that have not operations. Its Engineering Department
yet converted to energy efficient spearheads initiatives on the conversion
technologies. to energy efficient equipment which use
less energy and make use of refrigerants

11
with a lower carbon footprint once old
equipment reach their end-of-life usage.
What are the Opportunity/ies Which stakeholders are Management Approach
Identified? affected?

RRHI has identified the following • Suppliers The Company is exploring the potential
opportunities under the material • Employees of renewable sources of energy for its
topic: • Customers sites of operations, specifically buildings
which it directly manages, such as the
• Scaling sustainable
Robinsons Townville Community Malls,
technologies in more
Shopwise hypermarkets, and standalone
stores and distribution
Robinsons Supermarket and The
centers
Marketplace stores. The Company has
• Renewable energy also implemented more comprehensive
• Waste-to-energy initiatives monitoring mechanisms for energy
consumption.

Water consumption within the organization


Disclosure 2019 2020 Units
Water consumption 688,514.40* 1,072,384.63 Cubic meters

*2019 data excludes consumption from Shopwise and The Marketplace due to the unavailability of data.

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

As a retailing company, RRHI’s core • Employees Water consumption is monitored and


operations are not water intensive daily maintenance and monitoring of
as compared to other businesses office pipes is conducted to address
and sources water through local leakage.
third-party lines. The company
primarily consumes water through
employee lavatories and
maintenance of cleanliness in work
areas and stores.

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

No identified material risks to core Not applicable. Not applicable


operations.

12
What are the Opportunity/ies Which stakeholders are Management Approach
Identified? affected?

RRHI has identified the following • Employees RRHI is exploring possible


opportunities under the material • Communities implementation of water-saving facilities
topic: across its stores, distribution centers, and
headquarters.
• Water-recycling facilities
• Waterless urinals
• Water saving campaigns

Materials used by the organization


Disclosure 2019 2020 Units
Materials used by weight or volume
• renewable 3,040 2,227 Metric tonnes
• non-renewable 1,424 891 Metric tonnes

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

RRHI’s business operations rely on • Consumers RRHI considers packaging of goods, which
the paper and plastic as primary • Government it procures from third party suppliers, in
materials for packing goods at the its material usage since it does not
point of sale, which consumers will manufacture goods in its primary
transport to their homes. The business of retail. The Company
scope of this disclosure includes approaches material efficiency from both
estimates of weighted plastics and the perspective of compliance and
paper (renewable) and plastic (non- customer engagement. It mitigates
renewal) bags centrally procured potential risks under the material topic
for the Company’s most material through compliance as a basic level of
business segments: supermarkets, mitigation and observes strict adherence
department stores, and DIY stores; with the pertinent regulations on using
with further studies being plastic and paper from local governments
undertaken to estimate the of its stores. Likewise, it informs and
materials footprint of the company encourages customers to reduce
across its other subsidiaries and uncontrolled waste disposal through
sites of operation. initiatives that divert waste from the

13
In 2020, the Company increased natural environment into usable recycled
procurement of renewable paper items, such as the “Easy on Plastic” and
bags and reduced purchases of “Green Fund” projects. The company
plastic, alongside initiatives to also has contracts with recyclers, and is in
encourage customers to bring their talks for alternative packaging and
own eco-bags in stores. customer engagement opportunities, as
well as crafting comprehensive
What are the Risk/s Identified? Which stakeholders are
waste/material tracking system to
affected?
manage the Company’s solid waste
RRHI has identified the following • Consumers footprint.
risks under the material topic • Government
Digitalization also plays a key-role in
•Policy/legislative risks resource management for RRHI. The
through sanctions Company’s Shared Services Departments
• Environmental risks of also implemented resource reduction
plastic leakage initiatives, with less reliance on paper
What are the Opportunity/ies Which stakeholders are across transactions and investment in
Identified? affected? printing equipment that make use of less
ink and materials. The Business Unit
RRHI has identified the following • Consumers
Marketing Departments have likewise
opportunities under the material • Government
reduced dependence on printed
topic:
collaterals in favor of Digital Marketing.
• Searching for viable
alternatives to plastic
• Conducting life-cycle
analysis on alternative
packaging
• Sourcing less resource
intensive and invasive
materials
• Identifying the recyclability
of materials used by the
company

Ecosystems and biodiversity (whether in upland/watershed or coastal/marine)


Disclosure Quantity Units
Operational sites owned, leased, managed in, or adjacent to, n/a
protected areas and areas of high biodiversity value outside
protected areas
Habitats protected or restored n/a ha
IUCN3 Red List species and national conservation list species with n/a
habitats in areas affected by operations

3
International Union for Conservation of Nature

14
What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

No material impact from our core Not applicable. Not applicable.


business operations.

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

No identified material risks. Not applicable. Not applicable.

What are the Opportunity/ies Which stakeholders are Management Approach


Identified? affected?

No identified opportunities. Not applicable. Not applicable.

Environmental impact management


Air Emissions
GHG
Disclosure 2019 2020 Units
Scope 2 GHG Emissions (electricity) 512,681 164,627.20 Tonnes
CO2e
Scope 3 GHG Emissions (third party diesel consumption) 3,662 5,285 Tonnes
CO2e

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

The impact occurs through • Customers The Company is setting a 10% reduction
emissions in the Company’s • Employees target in GHG intensity by 2030 with 2020
operations in the consumption of • Communities figures as its baseline. It is closely
electricity and through the use of monitoring its primary sources of
diesel fuel in its logistics and emissions, namely electricity
contracted trucking services. In consumption in its operations and the
2020, Scope 2 Emissions from fuel use of its third-party truckers and
electricity was reduced due to less company cars. It is also conducting more
energy consumption from the comprehensive research to increase the
temporary closure of stores and scope of its data gathering for energy.
The figures above are gathered from

15
reduced operating hours to primary business units consumption in
mitigate the spread of COVID-19. stores and headquarters, excluding data
from franchised stores of TGP and
Ministop, as well as Southstar Drug
stores, which are not yet covered in the
scope of direct monitoring by the
Engineering Department of the Head
Office.
What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

RRHI has identified the following • Customers RRHI is establishing its Climate Action
risks under the material topic • Investors Plans and improving disclosures on
• Communities environmental metrics, beginning with a
• Limited visibility on
commitment to reduce GHG intensity,
Contributions to Climate
consumption of electricity, and
Change
conversion to eco-friendly equipment.
• Reputational risks among The Climate Action Plan is envisioned to
customers and the address stakeholder concerns and
investment community contribute to the Sustainability
What are the Opportunity/ies Which stakeholders are Development Goals. Through its
Identified? affected? Enterprise Risk Management program,
RRHI has identified the following • Customers the Company is also undergoing
opportunities under the material • Investors quantitative and qualitative approaches
topic: • Communities to improve climate disclosures in the
future, with guidance from
• Scaling sustainable internationally accepted frameworks. Its
technologies in more energy conservation program across its
stores and distribution operations is likewise envisioned to
centers contribute positively to collective
• Renewable energy initiatives in decarbonization and better
• Waste-to-energy initiatives waste management.

Air pollutants
Disclosure Quantity Units
NOx n/a kg
SOx n/a kg
Persistent organic pollutants (POPs) n/a kg
Volatile organic compounds (VOCs) n/a kg
Hazardous air pollutants (HAPs) n/a kg
Particulate matter (PM) n/a kg

16
What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

The topic is not within the scope of Not applicable. Not applicable.
materiality given the nature of the
Company’s core business of retail.

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

No identified material risks. Not applicable. Not applicable.

What are the Opportunity/ies Which stakeholders are Management Approach


Identified? affected?

No identified material risks. Not applicable. Not applicable.

Solid and Hazardous Wastes


Solid Waste
Disclosure 2020 Units
Total solid waste generated 10,293,112.94 kg
Recyclable 1,853,688.51 kg
Biodegradable/Food Waste 7,160,961.30 kg
Residuals/Landfilled 1,278,463.13 kg

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

RRHI’s operations generate solid • Customers The Company has in place policies in its
wastes, primarily through its stores • Employees stores and distribution centers for waste
and distribution centers. The scope • Communities segregation, and continues to streamline
of this data is our Supermarket its data collection systems to cover a
Segment. wider scope and provide accurate data in
its disclosures. At present, it concentrates
building monitoring systems in its
What are the Risk/s Identified? Which stakeholders are Supermarket Segment, for which solid
affected? waste management is especially material
due to its diverse waste profile. The
RRHI has identified the following • Customers Supermarket Segment’s Supply Chain
risks under the material topic: • Employees Management, in coordination with its

17
• Leakage of plastic waste • Communities vendors, also strictly complies with
into the environment requirements on proper disposal of
• Contribution to identified “bad” or expired products and
greenhouse gases through makes sure that sub-par items do not
biodegradable landfilled reach the market. For produce and
waste consumable merchandise, some
What are the Opportunity/ies Which stakeholders are supermarkets, such as Shopwise,
Identified? affected? currently engages partners to reduce
food waste through donations to charities
RRHI has identified the following • Customers that act as food banks.
opportunities under the material • Employees
topic: • Communities The Company also has in place a group-
• Suppliers wide policy on Health, Safety and
• Waste Segregation
• Recycling Welfare. This policy takes into account
• Composting facilities for the interests of employees, customers,
organic waste suppliers, and other relevant
stakeholders, particularly on the
• Implementing waste
maintenance of an environment that is
tracking systems
safe or free from environmental or
physical hazards.

Please see:

• Stakeholder’s Health, Safety, and


Welfare Policy:
http://www.robinsonsretailholdi
ngs.com.ph/download.php?file=
media/files//Health%20Safety%2
0and%20Welfare%20Policy.pdf
or
http://www.robinsonsretailholdi
ngs.com.ph/corporate-
governance/stakeholders-health-
safety-and-welfare

Hazardous Waste

Disclosure Quantity Units


Total weight of hazardous waste generated n/a kg
Total weight of hazardous waste transported n/a kg

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?

18
organization’s involvement in the
impact?

The Company does not generate or Not applicable. Not applicable.


transport hazardous waste in
material amounts in its normal
conduct of business.

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

No identified material risks. Not applicable. Not applicable.

What are the Opportunity/ies Which stakeholders are Management Approach


Identified? affected?

No identified opportunities. Not applicable. Not applicable.

Effluents
Disclosure Quantity Units
Total volume of water discharges n/a Cubic
meters
Percent of wastewater recycled n/a %

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

RRHI does not generate effluents in Not applicable. RRHI’s stores operate as tenants
material amounts in the normal of malls, lands and other buildings.
conduct of business. Their property managers are
responsible to manage the
tenants' discharges.

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

No identified material risks Not applicable. Not applicable.

What are the Opportunity/ies Which stakeholders are Management Approach


Identified? affected?

No identified opportunities. Not applicable. Not applicable.

19
Environmental compliance
Non-compliance with Environmental Laws and Regulations

Disclosure Quantity Units


Total amount of monetary fines for non-compliance with n/a PhP
environmental laws and/or regulations
No. of non-monetary sanctions for non-compliance with n/a #
environmental laws and/or regulations
No. of cases resolved through dispute resolution mechanism n/a #

What is the impact and where Which stakeholders are Management Approach
does it occur? What is the affected?
organization’s involvement in the
impact?

The potential impact is Not applicable. Please see the Gokongwei Group of
environmental in nature and would Companies’ EHS Policy:
occur on a per location basis (e.g.
stores), with some stores having
http://www.robinsonsretailholdings.com.
pending cases on environmental
ph/corporate-governance/corporate-
compliance, albeit not breaching
environment-health-and-safety-policy
the Company’s materiality
threshold

RRHI has in place an Environment,


Health and Safety Policy that
considers measures to mitigate any
potential issues under the topic.

What are the Risk/s Identified? Which stakeholders are Management Approach
affected?

No identified material risks Not applicable. Not applicable.

What are the Opportunity/ies Which stakeholders are Management Approach


Identified? affected?

No identified material opportunities Not applicable. Not applicable.

20
SOCIAL
Employee Management
Employee Hiring and Benefits
Employee data
Disclosure 2019 2020 Units
Total number of employees4 20,447 18,555 #
a. Number of female employees 14,372 13,149 #
b. Number of male employees 6,075 5,406 #
Voluntary Attrition rate 24% 13% rate

Employee benefits
List of Benefits Y/N % of female employees % of male employees
who availed for the who availed for the
year year
SSS Y 100 100
PhilHealth Y 100 100
Pag-ibig Y 100 100
Parental leaves Y 0.11 0.00
Vacation leaves Y 71.90 25.85
Sick leaves Y 49.73 18.82
Medical benefits (aside from
Y 27.18 9.61
PhilHealth))
Housing assistance (aside from Pag-
Y 100 100
ibig)
Retirement fund (aside from SSS) Y 0.11 0.05
Further education support N
Company stock options N
Telecommuting Y
Flexible-working Hours* Y 2.49 1.65
(Others)
*Pre-Community Quarantines

What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

Benefits and compensation are key factors in The Company abides by safety, health, and
determining employee satisfaction and talent welfare standards and policies set by the
retention for RRHI to maintain its operations. As of Department of Labor and Employment. Likewise,
end 2020, the number of direct hire employees was the Company has Security and Safety Manuals
reduced due to manpower rationalization as a that are implemented and regularly reviewed to
consequence of COVID-19. ensure the security, safety, health, and welfare of
the employees in the work place. The Company

4
Employees are individuals who are in an employment relationship with the organization, according to national law or its application (GRI
Standards 2016 Glossary)

21
has worked with healthcare providers in
identifying top diseases based on utilization
report and has invited resource speakers to talk
about preventive measures.

To ensure the safety of the Company's


employees, a Corporate Emergency Response
Team (CERT) has been created that will be
activated and will become the "command
center", orchestrating initiatives across the
conglomerate during a crisis. Also, the CERT shall
be responsible for the periodic review of
contingency plans and the institution's
emergency preparedness and response
procedures to ensure that effective responses
and responsible policies are in place to deal with
crisis or emergency situations.

What are the Risk/s Identified? Management Approach

RRHI has identified the following risks under the RRHI believes that adequate compensation and
material topic: above-average benefits are effective strategies
for talent acquisition and retention. The Company
• Attrition
benchmarks it rates against industry standards
• Employee poaching from competitors and ensures that it is aligned with the 25th
percentile in the general industry salary structure.
RRHI also provides benefits beyond what is
mandated by the government. These include
transport services, assistance and allowance
package, loans, and various other incentives.

What are the Opportunity/ies Identified? Management Approach

RRHI sees increased engagement with a younger RRHI is exploring ways to grow and retain talent
employee base is an opportunity for talent retention, by understanding the culture and priorities of a
as well as gaining deeper insight into factors that new breed of Millennial and Generation Z
contribute to attrition. employees through open lines of communication
between employees and their immediate
supervisors, as well creating an inclusive and
flexible work environment that allows employees
to create their own work routines and methods
for productivity.

Employee Training and Development


Disclosure 2019 2020 Units

22
Total training hours provided to employees
a. Female employees 147,815 95,021 hours
b. Male employees 54,776 28,884 hours
Average training hours provided to employees
a. Female employees 17.4 9.7 hours/employee
b. Male employees 14.6 11.7 hours/employee

What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

RRHI’s training and development programs have led Robinsons Retail Holdings, Inc. has always been a
to substantial career growth among its employees, believer of what continuous learning and
with internal promotions influencing performance development can do for its people and its
from training programs. The Company believes career businesses. Through various Learning and
development is crucial in employee retention, and Development (L&D) activities, employees are
that employees should be empowered to feel that provided with opportunities to develop, enhance,
the successes of the company are their successes as and enrich themselves with the skills sets they
well. need to perform their roles effectively and
efficiently in support of Robinsons Retail's overall
The reduction in training hours was due to
vision and mission. Through the Robinsons Retail
community lockdowns and in prohibitions in
Academy, the training arm of the entire Retail
conducting face-to-face training programs. However,
group, employees have a year-round access to
the Company implemented online-based courses to
different programs, from basic courses offered to
continue learning and development, with special
all employees to highly specialized curricula
attention to adjusting to the new normal of distance
offered to a targeted group.
learning, familiarization with Microsoft Teams, and
resilience and safety during the pandemic.
The major programs being implemented by the
academy include:

• Leadership courses from LinkedIn were


introduced to empower Leadership
through the pandemic.
• CORE, Curriculum on Retail Excellence, is
a two-semester offering of basic soft skills
courses for all regular employees of the
subsidiaries.
• STEP, Store Trainee Enhancement
Program, is RRHI's Junior Management
Traineeship program aimed at developing
our future store supervisors.
• SMART, Store Manager's Required
Training, is a highly customized 6-day
curriculum for the most critical talent in
operations – our store managers.

23
• SMILE, Service Mileage, is our stores'
campaign to continuously deliver
excellent service to our customers.
• General Training includes assemblies,
strategy planning, exclusive learning and
team collaboration sessions.

What are the Risk/s Identified? Management Approach

RRHI has identified the following risks under the RRHI believes that adequate compensation and
material topic: above-average benefits are effective strategies
for talent acquisition and retention. The Company
• Attrition
benchmarks it rates against industry standards
• Employee poaching from competitors and ensures that it is aligned with the 25th
percentile in the general industry salary structure.
RRHI also provides benefits beyond what is
mandated by the government. These include
transport services, assistance and allowance
package, loans, and various other incentives not
offered by other retail groups.

What are the Opportunity/ies Identified? Management Approach

RRHI has identified the following opportunities under Every year, RRHI conducts a Training Needs
the material topic: Assessment, the results of which serve as the
basis of RRHI Human Resources and Robinsons
• Expansion of the scope of Robinsons Retail
Retail Academy, the training arm of RRHI, to
Academy’s Training Programs
design and develop new learning and further
• Monitoring the training progress of development opportunities.
employees
• Using a data-driven approach to craft training
programs for RRHI employees

Labor-Management Relations
Disclosure Quantity Units
% of employees covered with Collective Bargaining 0 %
Agreements
Number of consultations conducted with employees Not monitored. #
concerning employee-related policies

What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

24
RRHI’s Labor Management Relations impact its RRHI strives to create open channels of
operations and carries implications on employee communication between employees and their
welfare. supervisors, and safe spaces to discuss issues,
inquiries, and ideas among peers at the
What are the Risk/s Identified?
workplace. As one of its Key Strategic Pillars,
RRHI has identified the following risks under the Development of People, the Company nurtures a
material topic: work environment that supports
the growth of employees. RRHI maximizes its
• Limited visibility on employee issues people’s potential for success by strengthening
• Attrition the prevailing culture of mutual respect and
collaboration at the workplace.
What are the Opportunity/ies Identified?

RRHI has identified the following opportunities under


the material topic:

• Monitoring employee consultation


• Communicating company policies on
grievance mechanisms

Diversity and Equal Opportunity


Disclosure 2019 2020 Units
% of female workers in the workforce 70.3 70.9 %
% of male workers in the workforce 29.7 29.1 %
% of female workers in executive level positions 53.2 57.1 %
% of male workers in executive level positions 46.8 42.9 %
% of female workers in managerial & supervisory roles 62.8 64.8 %
% of male workers in managerial & supervisory roles 37.2 35.2 %
% of female workers in rank & file positions 74.0 74.7 %
% of male workers in rank & file positions 26.0 25.3 %
Number of employees from indigenous communities and/or 22 23 # of PWD
vulnerable sector* employees
in SSD

*Vulnerable sector includes, elderly, persons with disabilities, vulnerable women, refugees, migrants,
internally displaced persons, people living with HIV and other diseases, solo parents, and the poor or the
base of the pyramid (BOP; Class D and E).

What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

RRHI’s employee base is female-dominated, with RRHI’s hiring process and organizational culture
around 70% of positions occupied by women, both takes an objective, non-gendered approach to
for the overall workforce and managerial positions. determining compensation rates of its
Leadership of the company is also female-led with its employees, from the hiring process to the

25
President and CEO, Robina Gokongwei-Pe. A number onboarding of the employee. Compensation rates
of its other high-ranking officers are also female. are also merit and qualification-based, and
benchmarked with industry rates.
What are the Risk/s Identified? Management Approach

No identified material risks. Not applicable.

What are the Opportunity/ies Identified? Management Approach

RRHI has identified the following opportunities under Although the current organizational culture of
the material topic: RRHI has strived to be gender-inclusive, the
Company sees opportunities to further articulate
• Enhanced facilities for mothers
its standards on non-discrimination through
• Identifying potential gender-based issues publicly-accessible policies.

Workplace Conditions, Labor Standards, and Human Rights


Occupational Health and Safety
Disclosure 2019 2020 Units
Safe Man-Hours 5,308,992* 42,034,368 Man-hours
No. of work-related injuries 10 10 #
No. of work-related fatalities 0 0 #
No. of work related ill-health 0 0 #
No. of safety drills 2 0 #
*2019 data only covers Head Office Operations, while 2020 data encompasses all major Business Units
of the Company.

What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

Occupational Health and Safety impacts the welfare The Company recognizes and accepts its statutory
of RRHI’s employees and their capacity to work for responsibility to provide safe and healthy working
the company. conditions for employees, customers and other
stakeholders who visit the Company’s premises,
What are the Risk/s Identified?
patronize its establishments, shop or dine its
RRHI has identified the following risks under the stores or may be affected by its activities.
material topic:
Please see:
• Work-related accidents and injuries leading
to permanent disability or fatality • Stakeholders Health, Safety and Welfare
• Occurrence of Fire Emergencies Policy:
http://www.robinsonsretailholdings.com.
ph/download.php?file=media/files//Healt
h%20Safety%20and%20Welfare%20Polic
y.pdf or
http://www.robinsonsretailholdings.com.

26
ph/corporate-governance/stakeholders-
health-safety-and-welfare

What are the Opportunity/ies Identified? Management Approach

No identified material opportunities. Not applicable.

Labor Laws and Human Rights


Disclosure Quantity Units
No. of legal actions or employee grievances involving forced 0 #
or child labor

Do you have policies that explicitly disallows violations of labor laws and human rights (e.g. harassment,
bullying) in the workplace?

Topic Y/N If Yes, cite reference in the company policy


Forced labor N
Child labor N
Human Rights N

What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

The topic impacts the welfare of RRHI’s employees as At present, the Company complies with
they are hired and work for the company. applicable laws and regulations on employee
welfare, the Labor Code, and has grievance and
What are the Risk/s Identified?
communications mechanisms in place to get in
RRHI has identified the following risks under the touch with management. RRHI is in the process of
material topic: crafting policies that specifically addresses these
areas of human rights and labor.
• Potential Human rights and labor violations
within the company Please see
• Reputational risks
• Company Policies tab under
http://www.robinsonsretailholdings.com.
ph/corporate-governance/manual-1

What are the Opportunity/ies Identified? Management Approach

No identified material opportunities. Not applicable.

27
Supply Chain Management
Do you have a supplier accreditation policy? If yes, please attach the policy or link to the policy:

Yes.

Please see:

http://www.robinsonsretailholdings.com.ph/corporate-governance/supplier-accreditation-policy

Do you consider the following sustainability topics when accrediting suppliers?

Topic Y/N If Yes, cite reference in the supplier policy


Environmental performance N n/a
Forced labor N n/a
Child labor N n/a
Human rights N n/a
Bribery and corruption N n/a

What is the impact and where does it Management Approach


occur? What is the organization’s
involvement in the impact?

RRHI’s Supply Chain impacts the RRHI presently has an accreditation policy that primarily
availability of stocks sold in its stores. It qualifies suppliers based on their capacity to operate and
involves the Company’s network of supply the quality and quantity demands of the business, as
suppliers and service providers, which are well as pertinent documentation and government permits on
crucial in its operations, as well as the their license to operate where applicable.
welfare of workers across the supply
chain. The Company is currently benchmarking the quality of its
disclosures on relevant supply chain issues with compliance
What are the Risk/s Identified?
to laws and with the policies of regional peers, as long as
RRHI has identified the following risks they are deemed material to the nature of the business. It is
under the material topic: currently crafting policies that further articulate
commitments on fostering inclusive internal environments in
• Lawsuits of potential labor and terms of human rights and child labor, as well as encouraging
human rights violations the same among its suppliers.
• Reputational risks of lawsuits
The Company currently takes into account sustainability
What are the Opportunity/ies Identified?
across its supply chain primarily through partnerships in CSR
RRHI has identified the following programs that specifically address community engagement
opportunities under the material topic: and selecting needful beneficiaries, such as children and
women. Robinsons Supermarket and Shopwise, for example,
• Further engagement with SMEs in
engage suppliers through promotional activities held
the Supply Chain
throughout the year for donations to World Vision and other
• Fostering Sustainability across
organizations.
vendors

28
• Development of Supplier
Accreditation Survey specifically
for Sustainability

Relationship with Community


Significant Impacts on Local Communities

Operations Location Vulnerable Does the Collective or Mitigating


with significant groups (if particular individual measures (if
(positive or applicable)* operation rights that negative) or
negative) have have been enhancement
impacts on impacts on identified that measures (if
local indigenous or particular positive)
communities people concern for the
(exclude CSR (Y/N)? community
projects; this
has to be
business
operations)
Inclusion of SSD stores PWDs N Access to Exploration of
PWDs in the employment opportunities to
workforce opportunities replicate the
without initiative across
prejudice other aspects of
towards operations
disabilities within the
Company
Selling of TGP stores Class D and E N Access to Store expansion
Generic Market affordable to widen reach
Medicine healthcare of accessible
medicine
Local sourcing Supermarkets Class D and E N Support to Increasing scale
from smallhold farmers livelihood and gathering
farmers through granular data on
market access the
contributions of
the Company to
livelihood of
farmers
Uniform Central Class D and E N Support to Increasing scale
Sourcing Procurement workers livelihood and gathering
granular data on
the
contributions of
the Company to

29
livelihood of
workers
PWD and Senior Stores which PWD and N Access to Strengthening
Citizen sell applicable Senior affordable systems that
Discounts goods Citizens goods keep track PWD
or Senior Citizen
discounted
transactions for
greater visibility
Potential All stores n/a N Environmental Developing
contributions to conservation waste
increases in management
plastic waste plans and
influencing and
educating
customers to be
more mindful of
consumption, as
well as
encouraging
segregation
*Vulnerable sector includes children and youth, elderly, persons with disabilities, vulnerable women,
refugees, migrants, internally displaced persons, people living with HIV and other diseases, solo parents,
and the poor or the base of the pyramid (BOP; Class D and E)

For operations that are affecting IPs, indicate the total number of Free and Prior Informed Consent (FPIC)
undergoing consultations and Certification Preconditions (CPs) secured and still operational and provide
a copy or link to the certificates if available: _____________

Certificates Quantity Units


FPIC process is still undergoing 0 #
CP secured 0 #

What are the Risk/s Identified? Management Approach

No identified material risks. Not applicable.

What are the Opportunity/ies Identified? Management Approach

No identified material opportunities. Not applicable.

30
Customer Management
Customer Satisfaction
Disclosure Score Did a third party conduct
the customer satisfaction
study (Y/N)?
Customer satisfaction No available data. n/a

What is the impact and where does it occur? What is Management Approach
the organization’s involvement in the impact?

Customer satisfaction is a key driver in loyalty for Pursuant to the BSP Circular 857 Regulation on
RRHI’s customer-centric approach to retailing. Financial Consumer Protection, RRHI crafted a
comprehensive Consumer Protection Manual
initially implemented through its department
stores. RRHI approaches customer satisfaction
by putting in place quality control and assurance
policies and avenues where customers may
communicate any form of feedback on the
Company’s stores and brands, which include the
contact information available on the RRHI
website and the subsidiary websites, as well in
social media. Stores also have Customer Service
kiosks to communicate their concerns with
management.

Although RRHI has not yet commissioned a


third-party assessment of Customer Satisfaction,
the Company has identified this as a material
metric to be cascaded across its business units
and is setting up the system in evaluating its
management approach to the material topic.

What are the Risk/s Identified? Management Approach

RRHI has identified the following risks under the RRHI’s subsidiaries conduct regular customer
material topic: training programs to equip in-store personnel on
how to address customer concerns and when to
• Reputational risks due to negative feedback
escalate issues to upper management. RRHI
expressed in social media
understands its reliance on customer
• Reduction of sales satisfaction for repeated purchases and
What are the Opportunity/ies Identified? acknowledges the gap in data collection, despite
its mitigation efforts during its daily operations.
RRHI has identified the following opportunities under
the material topic:

31
• Deeper customer engagement
• Brand recall and loyalty

Health and Safety


Disclosure Quantity Units
No. of substantiated complaints on product or service Data gathering ongoing. #
health and safety*
No. of complaints addressed Data gathering ongoing. #
*Substantiated complaints include complaints from customers that went through the organization’s
formal communication channels and grievance mechanisms as well as complaints that were lodged to
and acted upon by government agencies.

What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

Health and Safety impact the Company’s Please see:


stakeholders, primarily our consumers and
• Stakeholders Health, Safety and Welfare
employees. Each of the Company’s subsidiaries
Policy:
therefore employ proper handling and storage of all
http://www.robinsonsretailholdings.com.
products, as well as protocols on quality assurance,
ph/download.php?file=media/files//Healt
safety precautions, and addressing deviations from
h%20Safety%20and%20Welfare%20Polic
normal products quality.
y.pdf or
What are the Risk/s Identified? http://www.robinsonsretailholdings.com.
ph/corporate-governance/stakeholders-
RRHI has identified the following opportunities under
health-safety-and-welfare
the material topic:

• Consumer health
• Reputational risks

What are the Opportunity/ies Identified? Management Approach

No identified opportunities. Not applicable.

Marketing and labelling


Disclosure Quantity Units
No. of substantiated complaints on marketing and Data gathering ongoing. #
labelling*
No. of complaints addressed Data gathering ongoing. #
*Substantiated complaints include complaints from customers that went through the organization’s
formal communication channels and grievance mechanisms as well as complaints that were lodged to
and acted upon by government agencies.

32
What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

Marketing and labelling impact the decisions of Please see sample Guidelines & Procedure on
customers in purchasing products from RRHI’s stores, Customer complaint handling under the
as well as their level of satisfaction from the products Customer Protection Manual for Robinsons
they purchase. Department Store:

What are the Risk/s Identified? http://www.robinsonsretailholdings.com.ph/corp


orate-governance/consumer-protection-manual
RRHI has identified the following risks under the
material topic:

• Product complaints from customers


• Health and safety concerns of customers

What are the Opportunity/ies Identified? Management Approach

No identified material opportunities. Not applicable.

Customer privacy
Disclosure Quantity Units
No. of substantiated complaints on customer privacy* 0 #
No. of complaints addressed 0 #
No. of customers, users and account holders whose 0 #
information is used for secondary purposes
*Substantiated complaints include complaints from customers that went through the organization’s
formal communication channels and grievance mechanisms as well as complaints that were lodged to
and acted upon by government agencies.

What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

The material topic impacts the rights of customers to RRHI conducted a review to assess its sources of
the privacy of their data and it occurs through customer data, which are primarily through its
transactions with the Robinsons Rewards Loyalty Loyalty Program and websites. This review led to
Program and Cashless transactions as well as when RRHI’s Data Privacy Policy, where customers and
they access to Company and its subsidiaries’ partners are informed on their rights to their
websites. personal information, as well as the manner by
which the Company protects and utilizes the data
it collects. Customers are also given prompts to
indicate consent on the use of data that may be
collected through websites and the Robinsons

33
Rewards Mobile Application, and that they have
read and understood RRHI’s Data Privacy Policy.

Please see:

• Data Privacy Policy:


http://www.robinsonsretailholdings.com.
ph/privacy-policy

What are the Risk/s Identified? Management Approach

RRHI has identified potential lawsuits from misuse of RRHI’s Data Privacy Policy outlines for customers
customer data. how their data is collected and stored, and has
dedicated Data Privacy Officer to handle issues on
possible breaches. Likewise, RRHI’s subsidiary
websites and the Robinsons Rewards App have in
place security mechanisms to mitigate potential
issues on data protection.

What are the Opportunity/ies Identified? Management Approach

No identified opportunities. Not applicable.

Data Security
Disclosure Quantity Units
No. of data breaches, including leaks, thefts and losses 0 #
of data

What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

Internally, RRHI stores and collects a multitude of RRHI has implemented measures internally that
data across its operational functions, which measure are overseen by its Information Security
its performance across financial and non-financial Department to protect its data, including security
indicators. At present, RRHI has not encountered any software and information dissemination to
breaches within concerning data. inform employees on potential phishing
mechanisms.
What are the Risk/s Identified? Management Approach

RRHI has identified the following risks under the RRHI crafts robust business continuity plans that
material topic: take into account the protection of its data
assets.
• Data breaches

34
• Destruction of digital and physical assets that
house confidential data

What are the Opportunity/ies Identified? Management Approach

No material opportunities identified. Not applicable.

UN SUSTAINABLE DEVELOPMENT GOALS


Product or Service Contribution to UN SDGs
Key products and services and its contribution to sustainable development.

Key Products and Societal Value / Potential Negative Management Approach


Services Contribution to UN SDGs Impact of Contribution to Negative Impact
Fresh produce, Potential increase in Waste-segregation,
ready-to-eat plastic pollution given customer education,
products, and that most items are and plastic diversion
packaged food packaged plastic, and through recycled
items in the potential increases in products; and better
Supermarket and greenhouse emissions inventory management
Convenience Store of landfilled organic to mitigate organic
business waste waste
Medicines and Potential increase in Waste-segregation,
medical supplies plastic pollution given customer education,
through Southstar that most items are and plastic diversion
Drug and TGP packaged plastic; through recycled
potential misuse of products; stringent
pharmaceutical standards and
products and expired procedures on
products prescription drugs and
disposal of expired
items
Job creation across Potential displacement Engaging and
all Business Units of smaller players in empowering SMEs by
and franchise the same retail spaces giving them access to
businesses mainstream markets as
Ministop and TGP suppliers to our
business units
Job creation across Potential difficulty in Employee engagement
all Business Units monitoring work and policies on
conditions across all compliance to pertinent
locations of operations labor laws and
as the Company regulations and
increases scale empowering the Human
Resources Department
to monitor employee

35
welfare and the
effectivity of grievance
mechanisms
Fresh produce, Potential increase in Waste-segregation,
ready-to-eat plastic pollution given customer education,
products, and that most items are and plastic diversion
packaged food packaged plastic, and through recycled
items in the potential increases in products; and better
Supermarket and greenhouse emissions inventory management
Convenience Store of landfilled organic to mitigate organic
business waste waste

* None/Not Applicable is not an acceptable answer. For holding companies, the services and products of
its subsidiaries may be disclosed.

36
ROBINSONS RETAIL HOLDINGS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED COMPANY FINANCIAL STATEMENTS AND
SUPPLEMENTARY SCHEDULES

CONSOLIDATED COMPANY FINANCIAL STATEMENTS

Consolidated Statements of Financial Position as of December 31, 2020 and 2019

Consolidated Statements of Comprehensive Income for the periods December 31, 2020, 2019 and 2018

Consolidated Statements of Changes in Equity for the periods December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows for the periods December 31, 2020, 2019 and 2018

SUPPLEMENTARY SCHEDULES

Report of Independent Auditors on Supplementary Schedules

I. Supplementary schedules required by Annex 68-E

A. Financial Assets (Other Short-term Cash Investments)


B. Amounts Receivable from Directors, Officers, Employees,
Related Parties and Principal Stockholders (Other than Related Parties)
C. Amounts Receivable/Payable From/To Related Parties which are Eliminated during the
Consolidation of Financial Statements
D. Short-term and Long-term Debt
E. Indebtedness to Related Parties
F. Guarantees of Securities of Other Issuers
G. Capital Stock

II. Reconciliation of Retained Earnings Available for Dividend Declaration


(Part 1, 4C; Annex 68-C)

III. Map of the relationships of the companies within the group (Part 1, 4H)

IV. Schedule of Financial Soundness Indicators

V. Use of Proceeds from Initial Public Offering


Lance Y. Gokongwei P6235422B
Robina Gokongwei Pe 0003-7860984-5
Mylene A. Kasiban DO4-97-108149
January 14, 2021

THE PHILIPPINE STOCK EXCHANGE, INC.


Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City

Attention: Ms. Janet A. Encarnacion


Head – Disclosure Department
Subject: Annual Summary of the Application of Proceeds from the Initial
Public Offering (IPO) with External Auditor Certification

Dear Ms. Encarnacion:

We are submitting the following attachments as compliance with the PSE requirement for newly
listed companies to provide a progress report on the application of proceeds.

1. Progress report on the application of proceeds from IPO for the year ended
December 31, 2020.
2. Certification of SGV on the accuracy of information provided by Robinsons Retail
Holdings, Inc in relation to the progress report.

In view of the full application of IPO proceeds as of December 31, 2020, please note that this will
be the last annual report to be filed by the company. We hope you find everything in order.

Very truly yours,

Gina Roa-Dipaling
Vice President - Corporate Planning & Investor Relations
January 14, 2021

THE PHILIPPINE STOCK EXCHANGE, INC.


Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City

Attention: Ms. Janet A. Encarnacion


Head – Disclosure Department

Subject: Annual Summary of the Application of Proceeds from the Initial Public Offering
(IPO)

Dear Ms. Encarnacion:

In line with the Initial Public Offering (IPO) of Robinsons Retail Holdings, Inc. (RRHI) on
November 11, 2013, we submit herewith our report on the application of the net proceeds coming from
the primary offer of RRHI shares amounting to TWENTY-SIX BILLION TWO HUNDRED SIXTY-
NINE MILLION FOUR HUNDRED SEVENTY THREE THOUSAND EIGHT HUNDRED FORTY
SEVEN PESOS (P =26,269,473,847).

For the year ended December 31, 2020, the application of the net proceeds is broken down as follows:

Use of Proceeds Amount in Pesos


Expansion of store network =835,496,143
P
Renovation of existing stores 191,000,963
Other corporate purposes 214,420,173
Repayment of bank loans 255,669,365
Total =1,496,586,643
P

In view of the full application of IPO proceeds as of December 31, 2020, please note that this will
be the last annual report to be filed by the company. We hope you find everything in order.

Very truly yours,

Chief Financial Officer

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