robins 1-2559 agm invitation eng draft 29 feb 2016 á»ÅáÅéÇ...

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(Translation) Ref : 990 / 70 / 005 / 2015 8 March 2016

Subject: Invitation to the Annual General Meeting of Shareholders No. 1/2016

Attention: Shareholders of Robinson Department Store Public Company Limited

Enclosures: 1. Registration Form 2. Objectives and reasons of each agenda for consideration of the AGM No. 1/2016 3. A copy of the Minutes of the Annual General Meeting of Shareholders No. 1/2015 4. Annual Report for the year 2015 (CD-ROM) 5. Financial Statements for the year 2015 6. Profile of persons who proposed to be the Directors. 7. The Company's Articles of Association related to the Shareholders’ Meeting and Definition of the independent directors 8. Regulations for the Annual General Meeting of Shareholders

- Proxy Procedures - Documents or evidence showing an identity of the shareholder entitled to

attend the Annual General Meeting of Shareholders - Voting Procedures

9. Procedures for attending the Annual General Meeting of Shareholders 10. Information of the Company’s independent director for proxy granting 11. Proxy Form (Form A and Form B) 12. Map of the meeting venue.

By the resolution of the Board of Directors of Robinson Department Store Public Company Limited (“The Company”) No. 1/2016 which held on 18 February 2016, the Annual General Meeting of Shareholders No. 1/2016 shall be held on Friday 8 April 2016 at 13.00 PM at Ballroom 1, 3rd floor, The Emerald Hotel, 99/1 Ratchadapisek Road, Dindeang, Bangkok 10400; to consider the following agendas:

Noted minority shareholders were invited to propose the agenda(s) for this Annual General Meeting of Shareholders No.1/2016 in advance, however, there was no proposal from any shareholder.

Agenda 1 To certify the Minutes of the Annual General Meeting of Shareholders No. 1/2015

The Board’s opinion After due consideration, the Board of Directors deemed it appropriate to propose the Shareholders’ Meeting to certify the Minutes of the Annual General Meeting of Shareholders No. 1/2015 which held on 8 April 2015. (The details of which appear in the Enclosure No. 3)

Required votes This agenda must be certified by a majority vote of the shareholders who attend the meeting and cast their vote.

Agenda 2 To acknowledge the Company’s operating results for the year 2015

The Board’s opinion After due consideration, the Board of Directors deemed it appropriate to propose the Shareholders’ Meeting to acknowledge the Company’s 2015 operating results. (The details of which appear in the Enclosure No. 4)

Required votes - No vote casting for this agenda -

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Agenda 3 To approve the balance sheet and statements of income for the year ended 31 December 2015

The Board’s opinion After due consideration, the Board of Directors deemed it appropriate to propose the Shareholders’ Meeting to approve the Company’s financial statements for the fiscal year ended 31 December 2015, which has been audited by the Company’s auditors and reviewed by the Company’s Audit Committee. (The details of which appear in the Enclosure No.5)

Required votes This agenda must be approved by a majority vote of the shareholders who attend the meeting and cast their vote

Agenda 4 To approve the dividend payment for the year 2015 business performance

The Board’s opinion After due consideration, the Board of Directors deemed it appropriate to propose the Shareholders’ Meeting to approve the dividend payment for the Company’ 2015 operating results. (The details of which appear in the Enclosure No. 2: Agenda 4) are as follows;

1) To determine the dividend payment for the year 2015 at a rate of Baht 1.00 per share, representing 51.6% of net profit in 2015, which higher than the dividend payment policy of 40% of net profit arising from ordinary business.

2) To determine the right to receive dividends on Tuesday 8 March, 2016 and gathering the name of Shareholders pursuant to Section 225 of The Securities and Exchange Act. by the book closing date will be on Wednesday 9 March, 2016, and the dividend payment is scheduled to be on Wednesday 4 May, 2016.

Required votes This agenda must be approved by a majority vote of the shareholders who attend the meeting and cast their vote.

Agenda 5 To approve the appointment of directors who are due to retired by rotation for the year 2016

The Board’s opinion After due consideration, the Board of Directors deemed it appropriate to propose the Shareholders’ Meeting to approve the appointment of the re-election of directors; whose tenure end in year 2016 (The details of which appear in the Enclosure No.6). Those are;

1) Mr. Sudhisak Chirathivat Director/ Authorized Director

2) Mr. Sudhitham Chirathivat Director/ Authorized Director

3) Mrs. Yuwadee Chirathivat Director/ Authorized Director

4) Mr. Kanchit Bunajinda Director/ Independent Director Required votes This agenda must be approved by a majority vote of the shareholders who attend the meeting and cast their vote.

Agenda 6 To approve the Directors’ remuneration for the year 2016

The Board’s opinion After due consideration, the Board of Directors deemed it appropriate to propose the Shareholders’ Meeting to acknowledge the report on directors' remuneration for the year 2015 and to approve the Directors’ remuneration for the year 2016 (The details of which appear in the Enclosure No. 2: Agenda 6) as follows:

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1) To acknowledge the directors’ remuneration report for the year 2015. 2) To consider approval on the directors’ remuneration for the year 2016 in the

amount of not exceeding Baht 11,000,000 per year.

Required votes This agenda must be approved by at least two-thirds of total votes of the shareholders attending the meeting and cast their vote.

Agenda 7 To approve the appointment of the Auditors and determine the remuneration for the year 2016

The Board’s opinion After due consideration, the Board of Directors deemed it appropriate to propose the Shareholders’ Meeting to appoint

1) Mr. Thanit Osathalert CPA No. 5155 2) Mrs. Wilai Buranakittisophon CPA No. 3920 3) Mr. Bandit Tangpakorn CPA No. 8509

from KPMG Phoomchai Audit Co., Ltd. served as the Company’s auditor for the year 2016 and fix their remuneration auditor either one of those auditors shall examine and express their opinions towards the Company's financial statement with the remuneration in the amount of Baht 5,280,000. (The details of which appear in the Enclosure No. 2: Agenda 7)

Required votes This agenda must be approved by a majority vote of the shareholders who attend the meeting and cast their vote.

Agenda 8 Any other business (if any)

The Board’s opinion The shareholders are allowed to ask questions (if any) and/or the Board of Directors will answer their questions and clarify any issues in the meeting.

For consideration of the shareholders, the Company has prepared the objectives and reasons of each of the above agenda. The details of which appear in the Enclosure No. 2

The Company has determinate the name of shareholders who are entitled to attend the Meeting and cast their votes at the Annual General Meeting of Shareholders No. 1/2016 on Tuesday 8 March, 2016. The name of shareholders shall be gathered pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (Amended B.E. 2551) by the Register Book shall be closed for any transfers on Wednesday 9 March, 2016.

All Shareholders are welcome to download information regarding the said meeting including Proxy form (A), (B) and (C) from the Company’s website: www.robinson.co.th. If there are any Shareholders would like the Company to give explanation for the issues relating to this proposed agenda, questions can be sent in advance to the Company Secretary (The details of which appear in the Remark No.3)

For any shareholders who wish to appoint a proxy to attend and vote at the meeting on his/her behalf, you may use any one of the proxy forms as appear in the Enclosure No. 11 by fill out the form completely which will only one be selected in line with the Notice of the Department of Business Development Re: Form of Proxy. (No. 5) B.E. 2550.

In case that shareholder wishes appoint the Company’s independent directors whose names are listed below, please provide definite details in the proxy form (Form B) as appear in the Enclosure No. 11. Please submit the original proxy form and affix stamp duty of 20 Baht together with all required documents by mail within Wednesday 23 March, 2016 as the below Remark No.3.

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Please be informed accordingly, and we would like to invite all shareholders to attend the Meeting at the date, time and venue specified above simultaneously. The registration will be available at 11.00 hours onwards. Sincerely yours, Robinson Department Store Public Company Limited Mr. Pandit Mongkolkul Company Secretary

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Remark No. 1 List of the independent director whore presented to be a proxy comprised of (Enclosure No.10) 1. Mr. Yodhin Anavil Independent Director 2. Mr. Charan Mongkolchan Independent Director Remark No. 2 Proxy Procedure (Enclosure No. 8) and Proxy Form (Enclosure No. 11) Proxy forms for the shareholders' meeting of the Limited Public Company by using either one of the following proxy forms:

Form A: General Proxy Form (Simple Form) Form B: Specific Proxy Form

Remark No. 3 Please submit the original proxy form with all required documents and mail to:

The Company Secretary Department Robinson Department Store Public Company Limited 9/9 14th Floor, Rama 9 Road, Huai Kwhang, Huai Kwhang, Bangkok 10310 E-mail : [email protected] Phone No. (66)2-169-2500 ext. 4750-2

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Enclosure No. 2

Objectives and Reasons of each agenda

for consideration of the Annual General Meeting of Shareholders No. 1/2016

Agenda 1 To certify the Minutes of the Annual General Meeting of Shareholders No. 1/2015

Objectives and Reasons

The Company Secretary has prepared the Minutes of the Annual General Meeting of Shareholders No.1/2015 held on 8 April, 2015. After due consideration, the Board of Directors has certified and agreed that the minutes was prepared completely and accurately according to the resolution of the Annual General Meeting of Shareholders No. 1/2015, the Minutes was submitted to the Stock Exchange of Thailand (SET) within 14 days after the meeting date as specified by laws and published the resolution of such meeting through the SET so that the shareholders are informed of such minutes accurately and within a reasonable time, which there were no any objections or amendments as the details of which appear in the Enclosure No. 3 and, therefore, deemed it appropriate to propose the shareholders’ meeting to consider and certify the Minutes of the Annual General Meeting of Shareholders No. 1/2015.

Agenda 2 To acknowledge Company’s operating results for the year 2015


The Company has prepared the Company’s Annual Report for year 2015 ended 31 December 2015 which exhibited the Company’s operating results for the year 2015 as the details of which appear in the Enclosure No. 4. After due consideration, the Board of Directors agreed that they were accuracy and adequacy and deemed it appropriate to propose the shareholders’ meeting to acknowledge a report on the Company’s 2015 operating results.

Agenda 3 To approve the balance sheet and statements of income for the year ended 31 December 2015


The Company has prepared the Company’s financial statements for the fiscal year ended 31 December 2015, which has been audited by the auditor and reviewed by the Company’s Audit Committee. After due consideration, the Board of Directors agreed that they were accuracy, completely and adequacy in accordance with the applicable generally accepted accounting principles and, therefore, deemed it appropriate to propose the shareholders’ meeting to consider approval of the Company’s financial statements for the fiscal year ended 31 December 2015 pursuant to Section 112 of the Public Limited Companies Act B.E. 2535. The details of which appear in Enclosure No. 5

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Agenda 4 To approve the dividend payment for the year 2015 business performance


The Company’s dividend payout policy is at the rate of approximately 40.00% of profit arising from ordinary business (after corporate income tax). As of 31 December 2015, the Company has no accumulated losses; therefore, the Company may consider paying dividend to the shareholders pursuant to section 115 of the Public Limited Companies Act B.E. 2535 and article 43 of the Company’s Articles of Association for the total ordinary shares of 1,110,661,133 shares. Comparison of the dividend rate of the proposed year and previous year is as follows:

Year Net Profit (Baht) Dividend per share (Baht) Dividend Payout Ratio

2014 1,927,488,232 0.90 51.8%

2015 2,153,036,928 1.00* 51.6%

Remark: *Dividend per share which proposed to the Annual General Meeting of Shareholders No.1/2016.

The conclusion of the Annual General Shareholders' Meeting in Agenda 4

The Board has considered the Company’s Articles of Association and its dividend policy at the rate of approximately 40.00% of profit arising from ordinary business (after corporate income tax). After due consideration, the Board of Directors deemed it appropriate to propose the shareholders’ meeting to approve the payment of dividend for the year 2015 at the rate of Baht 1.00 per share or 51.6% of net profit in 2015 (in which higher than 40% of profit arising from ordinary business according to the Company’s dividend payout policy) for the total ordinary shares of 1,110,661,133 shares. In addition, the Company will pay the dividend amounting of approximately Baht 1,110,661,133.

Such payment of dividend will be made only to the shareholders entitled to receive the dividend whose names appearing in the shareholders register book as of the date on Tuesday 8 March, 2016 (the Record Date). The list of shareholders shall be collected by closing the shareholders registration books on Wednesday 9 March, 2016. The dividend payment shall be made on Wednesday 4 May, 2016.

Agenda 5 To approve the appointment of directors who are due to retired by rotation for the year 2016


Under section 71 of the Public Limited Companies Act B.E.2535 and article 19 of the Company’s Articles of Association, in every Annual General Meeting of Shareholders, one-third of total number of directors shall retire. For the year 2016, 4 directors who are due to retired by rotation are as follows;

Director Present position Nominated position

1) Mr. Sudhisak Chirathivat

Chairman of the Board of Directors

Director / Authorized Director

2) Mr. Sudhitham Chirathivat Vice Chairman of the Board of Directors/ Chairman of Executive Director/ Nomination and Remuneration Committee (Authorized Director)


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Director Present position Nominated position

3) Mrs. Yuwadee Chirathivat Director / Executive Director/ Consultant of the Nomination and Remuneration Committee


4) Mr. Kanchit Bunajinda

Director/ Independent Director

Director / Independent Director

The criteria of nomination: the Nomination and Remuneration Committee has considered the qualification of a director in accordance with related laws, the Company’s Articles of Association and Charter of the Board of Director, including the director’s caliber and experience that will provide a benefit for the Company, and also their contribution during the past tenure of each director.

The Company gave an opportunity for the shareholders to nominate a qualified person for election as the Company's directors in advance beginning on 8 October 2015 until 31 December 2015, which were notified to the shareholders through the SET and also been published on the Company’s website at www.robinson.co.th. However, no shareholder nominated any persons who meet the specified eligibility criteria.


The Board of Directors, excluding the directors who are due to retired by rotation, has agreed with nominating guideline recommended by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee, excluding the directors who had special interest - being due to retire, has considered appropriate to propose for the shareholders’ meeting to approve and re-elect 4 directors to be Company's director for another term.

All such directors have qualification according to the Public Companies Act B.E. 2535, the regulation of the Securities and Exchange Commission (SEC) and of the Stock Exchange of Thailand (SET), the Company’s Articles of Association, Charter of the Board of Director and the Company’s corporate governance policy under the subject of “Director”. They are knowledgeable, capable and expertise in retail business. Their experiences are greatly useful for the Company’s operation. In addition, they also had well performed their duties as Directors and sub-committee which is highly beneficial to the Company. (Details of profiles of the persons proposed to be the Directors as shown in Enclosure No. 6. and Definition of Independent Director of the Company as shown in Enclosure No. 7).

Agenda 6 To approve the Directors’ remuneration for the year 2016


Under section 90 of the Public Limited Companies Act B.E. 2535 and article 33 of the Company’s Articles of Association, a director of the Company is entitled to receive remuneration in return of his/her performance i.e. salary, meeting fees, allowances, bonus, and any gratuity other than the foregoing. If the remuneration is to be paid to the director, it shall be made according to the resolution of the shareholders’ meeting.


In 2015, the Company’s remuneration for the Board of Directors and sub-committee was accounted for Baht 8,533,000 the amount comprised quarterly fee and meeting fee. See related information as shown in the Enclosure No. 4 – Annual report 2015: “Management – Director and Management’s Remuneration”.

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The Nomination and Remuneration Committee considered directors’ remuneration, comprising of quarterly fee and meeting fee, by considering in appropriation of various items carefully and comparing with Directors’ remuneration of the companies in the same industry and also the average of the listed company in the SET. These also included the Company’s performance together with scope of work and responsibilities of each committee. Consequently, the Nomination and Remuneration Committee opined that the Directors’ remuneration, quarterly fee and meeting fee, which be approved by the Annual General Meeting of Shareholders No. 1/2015 has still be reasonable.

Therefore, the Board of Directors deemed it appropriate to propose the shareholders’ meeting to consider approval of the remuneration of the Board of Directors and the committees for the year 2016 with the amount of not exceeding Baht 11,000,000 (eleven million Baht) (Excluding the remuneration for Mr. Alan George Thomson as the position of the Company’s president), which increase Baht 1,000,000 compare to the approval of Directors’ remuneration year 2015. The effective date of shareholder approval onwards.

Details of the Company’s remuneration for the Board of Directors and sub-committee are as follows;

2016 (proposed year) 2015 Change

Remuneration (Baht/Year) 11,000,000 10,000,000 1,000,000

Quarterly Remuneration (Baht/Quarter ) 2016 (proposed year) 2015 Change

Independent Director who is the Chairman of Audit Committee

84,000 80,000 4,000

Independent Director who is Audit Committee/ Independent Director

73,500 70,000 3,500

Chairman of the Board of Directors 115,500 110,000 5,500

Non-Executive Directors 73,500 70,000 3,500

Meeting Fee (Baht/time) 2016 (proposed year) 2015 Change

Board of Directors

Chairman of the Board of Directors 40,000 32,000 8,000

Independent Directors / Expert Director 34,000 32,000 2,000

Directors 34,000 32,000 2,000

Audit Committee

Chairman of Audit Committee 47,500 45,000 2,500

Audit Committee 34,000 32,000 2,000

Board of Executive Directors

Chairman of the Board of Executive Directors/ 40,000 32,000 8,000

Non-Executive Directors 34,000 32,000 2,000

Nomination and Remuneration Committee, Risk Management Committee, and Good Corporate Governance Committee

Independent Directors / Non-Executive Directors who are appointed as director and consultant

26,500 25,000 1,500

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Agenda 7 To approve the appointment of the Auditors and determine the remuneration for the year 2016


Pursuant to Section 120 of the Public Limited Companies Act B.E. 2535 stipulates that the Annual General Meeting of Shareholders shall appoint an auditor and determine the auditing fee of the Company every year. For the appointment of auditor, a retiring auditor can be re-appointed.

As prescribed by the Notification of the Securities and Exchange Commission, No. Gor Jor 39/2548 Re: Rules, Conditions and Procedures for the Disclosure of Information in respect of the Financial Position and Operational Results of Companies Issuing Securities (issue 20) No. 5 (6) stipulates that the listed company shall rotate the auditors in every 5 accounting periods whom can be change to other auditors from the same auditing office. If the same auditor shall be hired again, this can be perform after the at least the 2 accounting periods. In addition, the auditing fees of the auditors shall be considered at the appropriate level by comparing with the auditing fee of other companies within the same industry.

Furthermore, the Notification of the Securities and Exchange Commission No. Gor Lor Tor Jor (Wor) 6/2543 issued on 30 March 2000 and No. Gor Lor Tor Chor (Wor) 10/2545 issued on 13 February 2002 recommends that the organization shall consider the appointment of at least 2 auditors in each year in case when one of the auditors cannot perform his duty, the other auditor shall sign in the auditing report or the revision of the corporate financial statement without affecting the responsibility to submit the corporate financial statement to the SEC.

Under article 45 of the Company’s Articles of Association, the Company’s auditor shall not be director, staff member, employee, or person holding any position or having any duty in the Company. Currently, the Company has used the services from KPMG Poomchai Audit Limited to audit its accounts. Mr.Thanit Osathalert CPA No. 5155 was the Company’s auditor who signed the Company’s 2015 financial statements. KPMG Poomchai Audit Limited received Baht 3,620,000 as remuneration for auditing the Company’s accounts and Baht 1,660,000 as remuneration for auditing the Company’s subsidiaries, totaling Baht 5,280,000 as remuneration for entire auditing the Company and its subsidiaries’ accounts, details of which are shown in the Enclosure No.4 – Annual report 2015: “Corporate Governance - Auditor’s Fee”.

Upon thoroughly considering, the Audit Committee has proposed to appoint KPMG Poomchai Audit Limited, under the KPMG International group, to audit the auditors of the Company and its subsidiaries for the year 2016, based on its excellent working standard, international experience and skill as well as its good performance. Moreover, after comparing with other auditors with the same level, its audit fee is reasonable, details of which are shown below.

Auditor’s remuneration 2016 (proposed year) 2015

For auditing the Company’s accounts Baht 3,620,000 Baht 3,620,000

For auditing the Company’s subsidiaries Baht 1,660,000 Baht 1,660,000

Non-audit fee None None

Total remuneration for auditing Baht 5,280,000 Baht 5,280,000*

Remark : *Amount of actual payment for Auditor’s remuneration

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The Board of Directors, considering the proposals of the Audit Committee, approved and agreed to propose to the shareholders’ meeting to approve the appointment of KPMG Poomchai Audit Limited as the Company’s and its subsidiaries’ auditor for the year 2016. The names of auditors are listed as follows:

1) Mr. Thanit Osathalert CPA No. 5155, or (who executed the Company’s audited report for the year ended 2014-2015 : 2 years)

2) Mrs. Wilai Buranakittisophon CPA No. 3920 and/or (The Auditor no. 2) have never executed the Company’s audited report.) 3) Mr. Bandit Tangpakorn CPA No. 8509 and/or (The Auditor no. 3) have never executed the Company’s audited report.)

Any of these auditors are authorized to audit, perform and sign the Company’s audited report.

Moreover, the Board of Directors, by the Audit Committee’s recommendation, deems it appropriate for the shareholders’ meeting to approve the auditor’s remuneration for year 2016, the Audit Committee then proposed in the amount of Baht 3,620,000 as remuneration for auditing the Company’s accounts and Baht 1,660,000 as remuneration for auditing the Company’s subsidiaries, totaling Baht 5,280,000 as remuneration for entire auditing the Company and its subsidiaries’ accounts (which is the same amount as the year 2015).

The proposed auditing firm and the auditors has no relationship or conflict of interest with the Company, subsidiaries, managerial persons of the Company, majority shareholders or related persons of the said persons.

Agenda 8 Any other business (if any)


This agenda is for the shareholders to ask questions (if any) and/or the Board of Directors to answer all inquiries of the shareholders. There were no any other matters to be proposed at the meeting for approval and there will be no resolution on this agenda.

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Enclosure No. 3

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Enclosure No. 6 Profiles of the proposed Directors

Profiles of the Director No. 1 Mr. Sudhisak Chirathivat

Type of director to be proposed for Director/Authorized Director

Positions in Company Chairman of the Board of Directors

Date of Birth September 8, 1945

Age 70 Years (as of 31 December 2015)

Nationality Thai

Education Bachelor of Science, B.S. (Mathematics) St. John Fisher College, New York, U.S.A.

Training program from Thai Institution of Directors

Director Certification Program (DCP) 2007 Director Accreditation Program (DAP) 2007

Other Training None

Date of being the Director 1st Tenure : April 26, 2006 (2 Years) 2

nd Tenure : April 25, 2008 (3 Years) 3rd Tenure : April 21, 2011 (2 Years ) 4th Tenure : April 25, 2013 (3 Years )

No. of years on the Board 10 years (As until AGM No. 1/2016)

Meeting attendance in 2015 Board of Director Meeting : 8/8

Work Experiences 1. President of Industry and Retail Business, Companies in Central Group 2.Chairman of the Board of Executive Directors Central Marketing Group Co., Ltd.

Positions in other listed Company

1. Director/ Executive Director, Central Plaza Hotel PCL. 2. Director/ Executive Director, Central Pattana PCL.

Positions in non-listed Company

Executive Director, Central Group of Companies

Positions in companies which may cause conflict of interest

- Executive Director, Central Group of Companies (Business Type : Retail Business) - Director/ Executive Director, Central Pattana PCL. (Business Type : Property Development)

Shareholding in the company None

Legal dispute None

Performance during tenure As the Chairman of Board of Director who expertise in leading retail business, he has applied his vision, knowledge and experience in business to the Company which was reflected to the greatly helpful viewpoint and vision for the Company’s business.

Director nomination criteria The Company’s Board of Directors, having considered under the approval of the Nomination and Remuneration Committee, opined Mr. Sudhisak Chirathivat was qualified to be a director as specified in the related laws, the Company articles of association, and the charter of the Boards of Directors.

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Profiles of the Director No. 2 Mr. Sudhitham Chirathivat

Type of director to be proposed for Director / Authorized Director

Positions in Company Director / Vice Chairman of the Board of Director / Chairman of Executive Director/ Nomination and Remuneration Committee

Date of Birth October 30, 1947


Nationality Thai

Education Bachelor Degree (Electrical Engineering), University of Maryland (College Park), New York, U.S.A. MBA (Operations Research) Iona University, New York, U.S.A.


Director Certification Program (DCP) 2003

Other Training - Member, Commercial Committee The National Legislative Assembly

Date of being the Director - 1st Tenure : January 19, 2004 (2 Year 3 Months) - 2nd Tenure: April 26, 2006 (1 Year) - 3rd Tenure: April 27, 2007 (3 Years) - 4th Tenure: April 22, 2010 (3 Years) - 5th Tenure: April 25, 2013 (3 Years)

No. of years on the Board 12 years 3 Months (As until AGM No. 1/2016)

Meeting attendance in 2014 Board of Director Meeting : 8/8 Executive Committee Meeting : 7/7 Nomination and Remuneration Committee Meeting : 1/1

Work Experiences 1. Executive Committee Retail and Real Estate, Central Group of Companies 2. Executive Chairman, Central Group of Companies Co., Ltd. 3. Director, Big C Super Center PCL.


1. Director/ Executive Director, Central Plaza Hotel PCL. 2. Director/ Executive Director, Central Pattana PCL. 3. Independent Director/ Chairman of the Board of Directors, Jasmine International PCL. 4. Independent Director/ Audit Committee, TV Thunder PCL.


Chairman, Earth Care Co., Ltd. Executive Director, The Vintage Club Co., Ltd. Director, Central Holding Co., Ltd.


Director / Executive Director, Central Pattana PCL. (Business Type : Property Development)

Shareholding in the company As of 31 December 2015, holding 1,307,000 ordinary shares or 0.12% of total shares with voting rights (unable to vote in agenda no.5)

Legal dispute None

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Profiles of the Director No. 2 Mr. Sudhitham Chirathivat (continued)

Performance during tenure As the Company’s Vice Chairman of Board of Director and Chairman of Executive Director who expertise in Department store business, he has applied his vision, knowledge and experience in business to the Company which was reflected to the greatly helpful viewpoint and vision for the Company’s business.

Director nomination criteria The Company’s Board of Directors, having considered under the approval of the Nomination and Remuneration Committee, opined Mr.Sudhitham Chirathivat was qualified to be a director as specified in the related laws, the Company articles of association, and the charter of the Boards of Directors.

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Profiles of the Director No. 3 Mrs. Yuwadee Chirathivat

Type of director to be proposed for Director / Authorized Director

Positions in Company Director / Executive Director/ Consultant of the Nomination and Remuneration Committee

Date of Birth April 8, 1953


Nationality Thai

Education Bachelor of Arts 2nd Class Honors, Thammasat University Master Degree (MSJ), North Western University, USA.


Director Accreditation Program (DAP) 2014

Other Training - National Defence Course : Public and Private (NCD), Class No. 18 - High level manager on business, industrial and investment development (Institute of Business and Industrial Development), Class No.1 - High level manager, Capital Market Academy, Class No. 19

Date of being the Director 1st Tenure : 21 February 2014 (2 years)

No. of years on the Board 2 years (As until AGM No. 1/2016)

Meeting attendance in 2015 Board of Director Meeting : 7/8 Executive Committee Meeting : 7/7 Nomination and Remuneration Committee Meeting : 1/1

Work Experiences 1. President, Central Department Store Co., Ltd. 2. Executive Director, Central Retail Corporation Co., Ltd.


None


Executive Director/ Director, La Rinascente S.p.A. Milan, Italy

CEO and President Department Store Group Central Group Co., Ltd.


President, Central Department Store Co., Ltd. (Business Type : Retail Business)

Shareholding in the company As of 31 December 2015, holding 743,100 ordinary shares or 0.07 % of total shares with voting rights (unable to vote in agenda no.5)

Legal dispute None

Performance during tenure As the Company’s director and an expertise in leading retail business, she has applied her vision, knowledge and experience in retail business to the Company which was reflected to the greatly helpful viewpoint and vision for the Company’s business.

Director nomination criteria The Company’s Board of Directors, having considered under the approval of the Nomination and Remuneration Committee, opined Mrs. Yuwadee Chirathivat was qualified to be a director as specified in the related laws, the Company articles of association, and the charter of the Boards of Directors.

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Profiles of the Director No. 4 Mr. Kanchit Bunajinda

Type of director to be proposed for Director/ Independent Director

Positions in Company Director/ Independent Director

Date of Birth November 13, 1967


Nationality Thai

Education Bachelor Degree, Civil Engineering Chulalongkorn University : MBA (Finance and International Business) (Finance and International Business) SASIN Graduate Institute of Business Administration, Chulalongkorn University


- Directors Certification Program (DCP 30/2003), Fellow Member - Directors Accreditation Program (DAP) 35/2005, - Audit Committee Program (ACP) 14/2006, - Monitoring the System of Internal Control and Risk Management (MIR) 6/2009, - Monitoring the Quality of Financial Reporting (MFR) 8/2009, - Monitoring the Internal Audit Function (MIA) 5/2009,

Other Training None

Date of being the Director 1st Tenure: April 22, 2010 (3 Years) 2nd Tenure: April 25, 2013 (3 Years)

No. of years on the Board 6 years (As until AGM No.1/2016)

Meeting attendance in 2015 Board of Director Meeting : 7/8

Work Experiences 1. Director, Central Pattana PCL. 2. Director, Central Plaza Hotel PCL. 3. Director, Pruksa Real Estate PCL. 4. Director, True Vision PCL. 5. Director, Aksorn Education Co., Ltd. 6. Director, Private Equity (Thailand) Co., Ltd. 7. Alternate Director, Asian Corporate Governance Association Limited, Hong Kong


None


Director, ZEN Corporation Group Co., Ltd.


None

Shareholding in the company None

Legal dispute None

Performance during tenure As the Company’s director as well as a director in other leading listed companies, his key role concerning giving visions, opinions and recommendations from his broad experience in business are highly beneficial for the Company’s optimal management.

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Profiles of the Director No. 3 Mr. Kanchit Bunajinda (continued )

Director nomination criteria The Company’s Board of Directors, having considered under the approval of the Nomination and Remuneration Committee, opined Mr. Kanchit Bunajinda was qualified to be a director as specified in the related laws, the Company articles of association, and the charter of the Boards of Directors.

Information regarding to appoint the Independent Director

Relationship in the Company, Subsidiary, Associated Company or other conflicted business entity in present of during the past 2 years: - Not having relationship with management / major shareholder of the

company / subsidiary company - Not being a director who takes part in the management of the company,

employee, staff member, or advisor receiving a regular salary. - Not being a professional service provider. (i.e., auditor or legal advisor) - Not having business relationship significantly in a way that may impact the

performing task independently. (i.e. buy-sell materials/ products/services or financial support)

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Enclosure No.7

The Company’s Articles of association relating to the General Meeting of Shareholders

Directors Article 13. The Company’s director needs not to be the Company’s shareholder. The third party who

consents to be the Company’s director and is appointed by the General Meeting can be the Company’s director.

Article 14. The Company’s Board of Directors shall consist of not less than 5 persons and not less than half of all directors shall reside within the Kingdom.

Article 16. The directors shall be elected at the shareholder meeting in accordance with the following rules and procedures: (1) In voting at the election of directors, the majority vote shall be adopted and each

shareholder’s voting right is equaled to the one-share-one-vote. (2) Each shareholder may exercise all the votes he/she has to elect each candidate nominated

as a director. (3) The candidates shall be ranked in order descending from the highest number of votes to

the lowest. They shall be appointed as directors until a number of directors to be comprised or elected in such meeting are filled. In case the votes cast for candidates in descending order are tied, which would otherwise cause the number of directors to be exceeded, the chairman of the meeting shall have the casting vote.

Article 19. At every Annual General Meeting, one-third of directors must retire from office or, if the number is not a multiple of three, then the number closest to one-third must retire from office. For the first and second year after the Company has been registered, the directors must retire from office by drawing lots and for the following year the directors who have been longest in office shall retire. The director who retires under this clause is eligible for re-election.

Article 23. The shareholder meeting may pass a resolution removing any director from office prior to retirement by rotation by a vote of not less than three quarters of the number of shareholders attending the meeting and having the right to vote and having shares totaling not less than half of the number of shares held by the shareholders attending the meeting and having the right to vote.

Article 24. The Board of Directors shall elect one director to be the Chairman of the Board of Directors. In case the Board of Directors deem suitable, it may elect one or several directors to be the Vice-Chairman or Vice-Chairmen. The Vice-Chairman shall have duties according to the Articles of Association in the businesses assigned by the Chairman. The Chairman and Vice-Chairman shall hold the office only for the term their offices remain. The Chairman of the Board of Directors shall be the chairman of the Board’s meeting and the shareholder meeting. If the Chairman of the Board of Directors is not present at a meeting or cannot perform his/her duty, any Vice-Chairman, if any, shall be the chairman at the meeting. If there is no Vice-Chairman or there is a Vice-Chairman but he/she cannot perform his/her duty, the directors or shareholders (as the case may be) present at the meeting shall elect one director or shareholder (as the case may be) as the chairman of the meeting.

Article 30. No director shall operate any businesses or become a partner or be a shareholder of other juristic persons which have the same nature and are in competition with the business of the Company unless notification is made at the shareholder meeting prior to appointment such director.

Article 33. A director of the Company is entitled to receive payment of remuneration in return of his/her performance i.e. salary, attendance fees, fees, allowances, bonus, any gratuity other than the foregoing. If the payment is to be made to the director, it shall be made according to the resolution of the shareholder meeting passed by not less than two-thirds of all votes of shareholders present at the meeting.

The Shareholders Meeting Article 34. The Board of Directors shall summon a shareholder meeting which is an Annual General

Meeting within four months from the last day of the Company’s fiscal year. The shareholder meeting other than the foregoing shall be called an Extraordinary General Meeting. The Board of Directors may call an Extraordinary General Shareholder meeting at any times as it deems suitable or when shareholders holding not less than one-fifth of all issued and outstanding shares of the Company or not less than twenty-five shareholders, holding jointly not less than one-tenth of all Company’s shares which have been sold, who sign a written request that the Board of Directors call an Extraordinary General Shareholder

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meeting at any time, provided that they shall specify the reason for requesting such meeting explicitly in such request. In such case the Board of Directors must summon the meeting within one month from the date of receipt of the notice from the shareholders.

Article 35. In a shareholder meeting, the Board of Directors shall provide a written notice of the meeting specifying place, date, time, and agenda of a meeting as well as the matters to be proposed to the meeting with reasonable detail by indicating clearly whether it is the matter proposed for acknowledgement, approval, or consideration as the case may be, including the opinions of the Board of Directors in the said matter, and the said notice shall be delivered to the shareholders at least seven days prior to the meeting date. Such notice shall also be published in a newspaper for at least three consecutive days not less than three days prior to the meeting date.

Article 36. In a shareholder meeting, there shall be shareholders and proxies (if any) attending a meeting amounting to not less than twenty-five persons and such shareholders shall hold shares not less than one-third of the total number of shares sold of the Company to constitute the quorum.

At any shareholder meeting, if one hour has passed since the time specified for the meeting and the number of shareholders attending the meeting is still inadequate for a quorum as defined in the first paragraph, and if such shareholder meeting was called as a result of a request by shareholders, such meeting shall be cancelled. If such meeting was not called as a result of the request by shareholders, the meeting shall be rescheduled and the notice of the meeting shall be delivered to the shareholders not less than seven days prior to the date of the meeting. In such subsequent meeting a quorum is not required.

Article 37. A resolution of the shareholder meeting shall require: (1) In an ordinary event, the majority vote of shareholders who attend the meeting and cast

their votes. In case of tie vote, the chairman of the meeting shall have a casting vote. (2) In the following events, a vote of not less than three-quarters of the total number of votes

of shareholders who attend the meeting and have the right to vote: (a) The sale or transfer of the whole or important parts of the business of the Company to

other persons; (b) The purchase or acceptance of transfer of the business of other companies or private

companies by the Company; (c) The making, amending or terminating of contracts which respect to the granting of a

lease of the whole or important parts of the business of the Company, the assignment of the management of the business of the Company to any other persons or the amalgamation of the business with other persons with the purpose of profit and loss sharing;

(d) Amendment of the Company’s Memorandum and Articles of Association; (e) Increase of decrease of capital; (f) Amalgamation or dissolution of the Company; (g) Issuance of debentures.

Article 38. The agenda of the Annual General Meeting shall be as follows: (1) Considering the report of the Board of Directors, proposed to the meeting, and showing

the results of operations of the Company by the Board of Directors in the previous years. (2) Considering and approving the balance sheet. (3) Considering the appropriation of the profits and approval on dividend payment. (4) Electing directors to replace directors retiring by rotation. (5) Appointing an auditor and prescribing the auditors’ fee of the Company. (6) Other businesses.

Accounting, Financing and Auditing Article 43. Dividends shall not be paid other than out of profit. If the Company still has an accumulated

loss, no dividend shall be distributed. Dividend shall be distributed according to the number of shares with each share receiving an equal amount. The Board of Directors may pay interim dividends to the shareholders from time to time when it believes the profits of the Company justify such payment and reports such to the next shareholder meeting. When the shares in the Company have not yet been completely sold according to the number of shares registered or where the Company has already registered an increase in capital, the Company may pay dividends, in whole or in part, by issuing new ordinary shares to the shareholders, provided it has the approval of the shareholder meeting. Payment of dividends shall be made within one month of the date of the resolution of the shareholder meeting or of the Board’s meeting, as the case may be. The shareholders shall be notified in writing of such dividend payment, and the notice shall be published in a newspaper.

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Article 44. The Company’s shall allocate not less than five percent of its annual net profit less the accumulated losses brought forward (if any) to a reserved fund until this fund attains an amount not less than ten percent of the registered capital.

Article 45. The auditor shall not be a director, personnel member, employee or hold any position in the Company.

Other

Article 49. If it is deemed suitable to amend these Articles of Association, the shareholder meeting shall consider amendment pursuant to the laws.

Definition of the Independent Directors of the Company

The Company provides a more stringent definition of independent directors than that defined by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand, as in the following detail:

1. holding shares not exceeding 0.5 percent of the total number of voting rights of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, including the shares held by related persons of the independent director;

2. neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest unless the foregoing status has ended not less than two years prior to the date of appointment;

3. not being a person related by blood or by registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, of executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the company or its subsidiary;

4. not having a business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgment, and neither being nor having been a major shareholder, non-independent director or executive of any person having business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than 2 years prior to the date of appointment; The term ‘business relationship’ aforementioned under paragraph one includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services, grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar action, which results in the company or its counterparty being subject indebtedness payable to the other party in the amount of 3 percent or more of the net tangible assets of the company or 20 million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of Capital Market Supervisory Board concerning Rules on Connected Transactions mutails mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of 1 year prior to the date on which the business relationship with the person is commenced.

5. neither being nor having been an auditor of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non-independent director, executive or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than 2 years prior to the date of appointment;

6. neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding 2 million Baht from the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-independent director, executive or partner of the professional advisor unless the foregoing relationship has ended not less than 2 years prior to the date of appointment;

7. not being a director who has been appointed as a representative of the company’s director, major shareholder or shareholders who are related to the company’s major shareholder;

8. not having any characteristics which make him incapable of expressing independent opinions with

regard to the company’s business affairs. The Independent director may be authorized by the Board of Directors to make a decision on business execution of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest, providing that such decision is made as a collective decision.

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Enclosure No. 8

Regulations for the Annual General Meeting of Shareholders

In order to provide the shareholders’ meeting with transparency, fair and benefits to the shareholders. The Company has therefore set up an inspection of documents or evidence showing an identity of such shareholder or a representative of the shareholder entitled to attend the meeting. However, the Company reserves the right to require the shareholders or representatives of shareholders to submit the required documents or evidence showing an identity of the shareholder or a representative of the shareholder entitled to attend the meeting and shall observe as follows;

Proxy Procedures In order to provide the Shareholders’ Meeting with transparency and fairness, the shareholders are required to submit the evidence and shall observe as follows; Documents or evidence showing an identity of the shareholder entitled to attend the Meeting

Participants Document or Evidence 1. Natural Person - Registration Form

(a) Shareholder is a natural person with Thai-nationality

- Shareholder Identification (identification card or driver license) - In case there are any changes of name/surname, shall present the

certified evidence to verify that change (b) Shareholder is a natural person

Non-Thai nationality - Alien identification or passport or valid document used in

lieu of passport In case of Proxy (A copy of the documents must be certified true copy)

- Proxy Form must be completely filled up and duly signed by both the shareholder and the proxy

- A copy of shareholder identification or passport (in case of a foreigner)of the shareholder

- Identification card, driver license or passport (in case of a foreigner) of the proxy

2. Juristic Person - Registration Form (a) Juristic person registered in Thailand Remark A copy of the documents must be certified true copy by authorized director with company seal

- Copy of corporate affidavit, issued within 30 days by the Department of Business Development, Ministry of Commerce

- Identification card or passport (in case of a foreigner) of authorized director(s)as stated in that corporate affidavit


- In case there are any changes of name/surname, shall present the certified evidence to verify that change

- Identification card or passport (in case of a foreigner) of the proxy (b) Juristic person registered outside

Thailand Remark A copy of the documents must be certified true copy by authorized director with company seal and in case any documents are produced or executed outside of Thailand, such documents should be notarized by a notary public

- Copy of corporate affidavit

- Identification card or passport (in case of a foreigner) of authorized director(s) as stated in that corporate affidavit


- In case there are any changes of name/surname, shall present the certified evidence to verify that change

- Identification card or passport (in case of a foreigner) of the proxy

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How to use Proxy Form Pursuant to the Notice of the Department of Business Development Re: Form of Proxy. (No. 5)

B.E. 2550, issued on 2 February 2007, has specified three applicable types of proxy forms for the share subscribers' meeting and Shareholders' Meeting of the Limited Public Company by using only either one of the proxy forms, as attached herewith the Notice of Meeting, namely;

Proxy type Description In case that Form A. A general and simple proxy form The shareholder wishes to generally appoint a proxy Form B. Form with fixed and specific details

authorizing proxy The shareholder wishes to appoint another person or an independent director to be his/her proxy

Procedures for appointment of another person as proxy - Proxy grantor can appoint only one proxy to attend and vote on his/her behalf at the meeting.

Proxy grantor cannot allocate shares to many proxies to separately vote on his/her behalf. - Proxy grantor should complete the proxy form by filling - in the information required and have it

signed by proxy grantor and proxy properly. - Affixed with stamp duty of Baht 20, cross them and specify the date of Proxy Form in order to

properly and legally binding. Proxy grantor is required to submit an original proxy form, affixed with stamp duty of Baht 20 together with all required documents, enveloped and mail to the Company’s address

The Company Secretary Department Robinson Department Store Public Company Limited 9/9 14th floor, Rama 9 Road, Huai Kwhang, Huai Kwhang, Bangkok 10310

- If Proxy to attend the meeting in person must bring along the proxy form for handing over to the Company’s officer at the meeting place to register in advance at least 1 hour prior to the meeting start-up time in order that the Company’s officer might have time to examine documents and the meeting started on time. Robinson Department Store Public Company Limited reserves the right to permit only the attendees who submit the completed and corrected documents to attend the meeting.

Registration at the Shareholders’ Meeting Shareholders or proxies are entitled to register in advance at least 2 hours prior to the meeting start-up time or staring from 11.00 hours. until the beginning of the meeting at Ballroom 1, 3rd floor, The Emerald Hotel, 99/1 Ratchadapisek Road, Dindeang, Bangkok 10400

Voting at the Shareholders’ Meeting The ballots will be issued for shareholders (or proxies) upon registration at the registration desk at the entrance of the Meeting Room for the purpose of vote casting for each agenda.

Voting cast Voting shall be conducted openly. The Chairman shall propose to shareholders to consider and vote on each agenda basis, by requesting the Shareholders to vote whether to agree, disagree or abstain, in the ballots. The ballots shall be collected upon request of the Shareholders once they raise their hands.All collected ballots will be checked and counted for the voting. The Company provides the middle man to jointly check and count the votes in every agenda.

1) The votes of the Meeting shall be as follows: - Ordinary cases: shall require majority votes of the Meeting to pass the resolution, except

in the case of a tie of votes, the Chairman of the Meeting shall have the casting vote. - Other specific cases which are subject to the laws and/or the Company’s Articles of

Association, the votes shall be made in accordance with those. The Chairman shall inform the Meeting before voting is made in each agenda

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2) The proxy must vote in accordance with the authorization given by the Shareholders as specified in the Proxy Form only.

3) Shareholders who have a special interest in any matter cannot vote on such matter. The Chairman may request the interested shareholders to temporarily leave the meeting

Counting of the votes

With respect to the Articles of Association of the Company, One share shall have one vote. The Company will count the ‘Approve’ votes, ‘Disapprove’ votes, and ‘Abstain’ from the ballot of each agenda received from all Shareholders and proxies who attend the meeting and are entitled to vote.

Prior to a meeting, the Chairman will announce that ‘Disapprove’ votes and ‘Abstain’ votes will be deducted from the total number of shares of the shareholders or proxies who attend the meeting and are entitled to vote. Thereafter, the Chairman shall announce the result of vote counting to the meeting on each agenda before the start of the next agenda.

Remark : Using barcode system for the Company’s counting of the votes Procedures for voting cast and counting of the votes

1) Each registered shareholders or the proxies will receive ballot for each agenda (totally 7 agendas, excluding agenda in “acknowledge and other businesses”). Each ballot contains shareholder’s name and voting right. One share is entitled to one vote. Shareholders and proxies must use ballots in consistent with agenda specified therein.

2) For Agenda 2:To acknowledge the Company’s 2015 operating results, there is no vote casting as it is agenda for acknowledgement.

3) For Agenda 5: To consider and approve the re-election of directors whose tenure end, voting will be required with a ballot divided into subsections. Three directors’ names would be specified in each ballot for election of director on an individual basis.

4) For marking ballot, the shareholders can vote for Approve, Disapprove or Abstain on each agenda by singly marking either (�) or cross (�) mark, in ballot where indicated.

Spoiled ballots The ballots which were marked with symbol other than (�) or (�) mark, or used

more than one symbols in each agenda or marked in contrary to agenda which was being considered, ballots will be considered spoiled.

5) Voting should be made publicly, the Chairman of the Meeting or his representative at that moment would request Shareholders who cast the vote of ‘Disapprove’ and ‘Abstain’ to raise their hands and deliver their marked ballots and was correctly to the Company/s staff for counting.

6) Once the ballots from the shareholders who cast the vote of ‘Abstain’ or ‘Disapprove’ were subsequently collected by the Company's staff, then shall immediately count and announce the result of vote counting to the meeting. The Chairman of the meeting shall conclude the result of vote counting to the meeting on each agenda.

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Enclosure No. 9

Meeting Procedures for Annual General Meeting of Shareholders

at Ballroom 1, 3rd floor, The Emerald Hotel

99/1 Ratchadapisek Road, Dindeang, Bangkok 10400

Shareholders Registration table

Self-attending / Proxy (Start at 11.00 hrs.)

Self-attending Proxy

Present personal documents

Present Proxy Form

Proxy Form examination

Sign registration form Receive ballots

Chairman to open meeting (13.00 hrs)

Chairman to propose agenda in priority order

Shareholders with “Affirmative”, “Opposing” or “Abstaining” votes to fill in ballots and raise their hands. Staff to collect ballots and summary vote result

Remark: Summary vote result by deleting votes of “Opposing” or “Abstaining” from the total valid votes

Chairman announce voting result to the meeting

Summary vote result

Voting

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Enclosure No. 10

Information of the Company’s independent director for proxy granting

Mr. Yodhin Anavil Position in Company: Director/ Independent Director/ Audit Committee/ Chairman of the Corporate Governance Committee Age: 66 Years Address: 27/34 Viphavadi-Rangsit Road Soi 32 Yak 7 Jatujak, Jatujak, Bangkok 10900, Conflict of Interest in this Meeting

Related to director’s remuneration Agenda Mr. Charan Mongkolchan Position in Company: Director/ Independent Director/ Audit Committee Risk Management Committee Member Age: 67 Years Address: 45 Soi Ladprao 111 (Soi Thipmanee), Klongchan Sub-district, Bangkapi District, Bangkok 10240 Conflict of Interest in this Meeting Related to director’s remuneration Agenda

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Enclosure No. 11

Proxy Forms

Proxy Form A A general and simple proxy form

Proxy Form B Form with fixed and specific details authorizing proxy

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��ก� �� 20 ��

Affixed Duty Stamp Baht20

�� (� ก.) Proxy (Form A.)

%&'()�'* Written at

./)�'* %�0) 1.3 Date Month Year

(1) &:�1%;:� �/<=�� (>?�:�)%@&�'* A)) I/ We Nationality Address Road �H��@/ &.I H�%J/%&� ;/IK./� ��L%�3 �K/�M��NO'(P Tambol/Sub-district Amphoe/District Province Country Postal Code (2) %�W)X>:A0KY:)&I �� !��"��#$�ก�% (��&�) / Robinson Department Store Public Company Limited being a shareholder of ��(A0KY:);H�).)�/[I�[)�.� KY:) @Lก%�'(I@I\L ))M�:%�?�ก/� %�'(I �/I)'[ holding the total amount of shares with the voting rights of votes as follows: KY:)��/< KY:) ก%�'(I@I\L ))M�:%�?�ก/� %�'(I

Ordinary share shares with the voting rights of votes (3) &��a/)�LbK:

Hereby appoint 1. )�(/)�I/)�I��. �(Y �d(>?�:�)%@&�'*

Mr./Mrs./Miss age years, residing at A)) �H��@/ &.I H�%J/%&� ;/IK./� Road Tambol/Sub-district Amphoe/District Province �K/�M��NO'(P K�0 Postal Code or 2. )�(/)�I/)�I��. �(Y �d(>?�:�)%@&�'*


Mr./Mrs./Miss age years, residing at A)) �H��@/ &.I H�%J/%&� ;/IK./� Road Tambol/Sub-district Amphoe/District Province �K/�M��NO'(P Postal Code \)K)e*I\)b�%1'(I\)%�'(.%�W)X>: �)&I&:�1%;:�%10*%&:��?.��L=Y� @Lก%�'(I@I\L )) �)&:�1%;:�b)ก��L=Y��/<

X>:A0KY:) \�/[I�'* 1/2559 b)./)3Yก�P�'* 8 %�N�() 2559 %.@� 13.00 ). O K:I�@�>� 1 =/[) 3 ��I ��%�%��/@�P %@&�'* 99/1 A))�/=��J%Nก &.I�) �I %&��) �I ก�YI%�1�K�)\� K�0;L1eI%@0*)M�b)./) %.@� @L�A�)�'*0*)�:.(

As only one of my / our proxy to attend and vote on my / our behalf at the Annual General Meeting of Shareholders No. 1/2016 to be held on Friday 8th April, 2016 at 13.00 hours, at the Ballroom 1, 3rd floor, The Emerald Hotel, 99/1 Ratchadapisek Road, Din Daeng Sub-district, Din Daeng District, Bangkok,or at any adjournment thereof to other date, time and venue.

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ก;ก��b��'*X>:�/��a/)�Lก�L�H�M�b)ก��L=Y�)/[)bK:A0%��0).?�&:�1%;:�M�:ก�L�H�%I�Yก��Lก�� For any act performed by the Proxy at the meeting, it shall be deemed as such acts had been done by me / us in all respects.

@I=0* / Signed X>:��a/)�L/ Grantor ( )

@I=0* / Signed X>:�/��a/)�L / Proxy ( )



K��(%K�Y/ Remarks : X>:A0KY:)�'*��a/)�L;L�:I��a/)�LbK:X>:�/��a/)�L%1'(I��(%�'(.%�W)X>:%&:��L=Y� @Lก%�'(I@I\L ))M�?��A �?I (ก;H�).)KY:) bK:X>:�/��a/)�LK@�(\)%10* (กก��@I\L ))%�'(IM�: The shareholder appointing the Proxy must authorize only one proxy to attend and vote at the meeting and shall not allocate the number of shares to several proxies to vote separately.

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��ก� �� 20 ��

Affixed Duty Stamp Baht20

�� (� 9.) Proxy (Form B.)

%&'()�'* Written at

./)�'* %�0) 1.3 Date Month Year

(1) &:�1%;:� �/<=�� (>?�:�)%@&�'* A)) I/ We Nationality Address Road

�H��@/ &.I H�%J/%&� ;/IK./� ��L%�3 �K/�M��NO'(P Tambol/Sub-district Amphoe/District Province Country Postal Code (2) %�W)X>:A0KY:)&I �� !��"��#$�ก�% (��&�) / Robinson Department Store Public Company Limited being a shareholder of ��(A0KY:);H�).)�/[I�[)�.� KY:) @Lก%�'(I@I\L ))M�:%�?�ก/� %�'(I �/I)'[ holding the total amount of shares with the voting rights of votes as follows: KY:)��/< KY:) ก%�'(I@I\L ))M�:%�?�ก/� %�'(I

Ordinary share shares with the voting rights of votes (3) &��a/)�LbK:

Hereby appoint 1. )�(/)�I/)�I��. �(Y �d(>?�:�)%@&�'*



Mr./Mrs./Miss age years, residing at A)) �H��@/ &.I H�%J/%&� ;/IK./� Road Tambol/Sub-district Amphoe/District Province �K/�M��NO'(P K�0 Postal Code or =0* )�(�(q) )�.@ �(Y 66 �d ก��ก��L

Name Mr. Yodhin Anavil age 66 years Independent Director (ก��'�?.)M�:%�'(b).��L�'*1;��O�b)\�/[I)'[ : �'�?.)M�:%�'(b).��L)Y�/�ก��กH�K)�\?�� )ก��ก��) (Conflict of Interest in this meeting : In the agenda related to directorrs remuneration) (>?�:�)%@&�'*27/34 �� ก�� (�.��- �� 32 ��ก 7)� ��!��ก� ��!��ก� ก�!�"#$%��&� 10900K�0

residing at 27/34 Pheakjit Rd., (Viphavadee-Rangsit Rd Soi 32 Yak 7), Jatujak Sub-district, Jatujak District, Bangkok 10900 or =0* )�(;�/@ �I\@;/)��P �(Y 67 �d ก��ก��L

Name Mr. Charan Mongkolchan age 67 years Independent Director (ก��'�?.)M�:%�'(b).��L�'*1;��O�b)\�/[I)'[ : �'�?.)M�:%�'(b).��L)Y�/�ก��กH�K)�\?�� )ก��ก��) (Conflict of Interest in this meeting : In the agenda related to directorrs remuneration)

(>?�:�)%@&�'* 45 w.@��1�:�. 111 (w.�1(P�O') &.I\@I;/*) %&��IกL�x ก�YI%�1�K�)\� 10240 residing at 45 Soi Ladprao 111 (Soi Thipmanee), Klongchan Sub-district, Bangkapi District, Bangkok 10240........

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\)K)e*I\)b�%1'(I\)%�'(.%�W)X>: �)&I&:�1%;:�%10*%&:��?.��L=Y� @Lก%�'(I@I\L )) �)&:�1%;:�b)ก��L=Y��/< X>:A0KY:) \�/[I�'* 1/2559 b)./)3Yก�P�'* 8 %�N�() 2559 %.@� 13.00 ). O K:I�@�>�1 =/[) 3 ��I ��%�%��/@�P %@&�'* 99/1 A))�/=��J%Nก &.I �) �I %&��) �I ก�YI%�1�K�)\� K�0;L1eI%@0*)M�b)./) %.@� @L�A�)�'*0*)�:.( As only one of my / our proxy to attend and vote on my / our behalf at the Annual General Meeting of Shareholders No. 1/2016 to be held on Friday 8th April, 2016 at 13.00 hours, at the Ballroom 1, 3rd floor, The Emerald Hotel, 99/1 Ratchadapisek Road, Din Daeng Sub-district, Din Daeng District, Bangkok, or at any adjournment thereof to other date, time and venue.

(4) &:�1%;:�&��a/)�LbK:X>:�/��a/)�Lก%�'(I@I\L )) �)&:�1%;:�b)ก��L=Y�\�/[I)'[ �/I)'[ I / We authorize my / our Proxy to cast the votes according to my/our intentions as follows:

;�� <= 1 �#��?��@��ก��A� &B��CDE�F��B�� !��G��<= 1/2558 Agenda 1 To certify the Minute of the Annual General Meeting of Shareholders No. 1/2015

� (ก) bK:X>:�/��a/)�L�'��q1;��O� @L@I�� )&:�1%;:�M�:�Yก��Lก��'*%K{)��\.� (a) The Proxy is entitled to cast the votes on my / our behalf at its own direction.

� (&) bK:X>:�/��a/)�Lก%�'(I@I\L ))��\.��L�I\P&I&:�1%;:� �/I)'[ (b) The Proxy must cast the votes in accordance with my / our following instruction:

� %K{)�:.( � M�?%K{)�:.( � I�ก%�'(I Approve Object Abstain

;�� <= 2 �#��?��@��DSก��%$�T��9��UV��AW 2558 Agenda 2 To acknowledge the CompanyZs operating results for the year 2015

� bK:X>:�/��a/)�L1;��O��/��(I�)X@ก��H�%))I�)&I��N/�| b)��d 2558 The Proxy is entitled to acknowledge the operating results for the year 2015.

;�� <= 3 �#��?��B�\��%BS�S �C&<ก$�]�9�%�B��$��AW ��G��B%;��<= 31 �̂�;�! 2558 Agenda 3 To approve the balance sheet and statements of income for the year ended 31 December 2015




;�� <= 4 �#��?��B�\�ก��#a�@T��Ab�DS9��U �$��AW 2558 Agenda 4 To approve the dividend payment for the year 2015 business performance




;�� <= 5 �#��?��B�\��\a�\�G�ก��ก��ก��ก��cd=�\��ก#�ก\$��a�\�;�� A� #$�AW 2559 Agenda 5 To approve the appointment of directors who are due to retired by rotation for the year 2016.



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� ก�� ?I�/[Iก��ก��/[I=Y� To elect directors as a whole


� ก�� ?I�/[Iก��ก��%�W)��(�Y\\@ To elect each director individually

5.1 &�=� ��@�B� �̂g�ก%�h #�� ̂;�i�j ก��ก�� S ก��ก��DE�<�$��#S�� Name Mr. Sudhisak Chirathivat Director /Authorized Director


5.2 &�=� ��@�B� �̂^�� #�� ̂;�i�j ก��ก�� S ก��ก��DE�<�$��#S�� Name Mr. Sudhitham Chirathivat Director /Authorized Director


5.3 &�=� ��@B;%< #�� ̂;�i�j ก��ก�� S ก��ก��DE�<�$��#S�� Name Mrs. Yuwadee Chirathivat Director /Authorized Director


5.4 &�=� ��@!��&�\ B� #��%� ก��ก�� S ก��ก�� Name Mr. Kanchit Bunajinda Director / Independent Director


;�� <= 6 �#��?��B�\�ก��ก$��%!a�\��9��ก��ก��A� #$�AW 2559 Agenda 6 To approve the DirectorsZ remuneration for the year 2016




;�� <= 7 �#��?��B�\�ก��\a�\�G�DE��C&< �S ก$��%!a�\��DE��C&<A� #$�AW 2559 Agenda 7 To approve the appointment of the Auditors and determine the remuneration for the year 2016




;�� <= 8 �#��?�T��=��=�l (F��<) Agenda 8 Any other business (if any)




%10*bK:X>:A0KY:)M�:w/กA�� @LbK:\OLก��ก��N/��&:w/กA��&IX>:A0KY:) (A:��') ;eIM�?�'ก��@I��b�} b).��L)'[ The shareholders are free to ask any questions and the Board will answer their queries (if any). Thus there is no voting on this agenda.

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ก��@I\L ))%�'(I&IX>:�/��a/)�Lb).��Lb��'*M�?%�W)M��'*�L�YM.:b)K)/I�0��a/)�L)'[bK:A0.?�ก��@I\L ))%�'(I)/[)M�?A>ก�:I @LM�?b=?%�W)ก��@I\L ))%�'(I&I&:�1%;:�b)��)LX>:A0KY:) Vote of the Proxy in any Agenda which is not in accordance with this Form of Proxy shall be invalid and shall not be the vote of the Shareholder.

(5) b)ก�O'�'*&:�1%;:�M�?M�:�L�Y\.��L�I\Pb)ก��ก%�'(I@I\L ))b).��Lb�M.: K�0�L�YM.:M�?=/�%;) K�0b)ก�O'�'*�'*��L=Y��'ก��1;��O�K�0@I��b)%�0*Ib�)ก%K)0;�ก%�0*I�'*�L�YM.:&:�I�:) �.�AeIก�O'�'*�'ก�� ก:M&%�@'*() �@IK�0%1*�%��&:%�{;;�I��Lก��b� bK:X>:�/��a/)�L�'��q1;��O� @L@I�� )&:�1%;:�M�:�Yก��Lก��'*%K{)��\.� In case I / We do not specify the authorization or the authorization is unclear, or if the meeting considers or resolves any

matter other than those stated above, or if there is any change or amendment to any fact, the Proxy shall be authorized to consider and vote the matter on my / our behalf as the Proxy deems appropriate.

ก;ก��b��'*X>:�/��a/)�LM�:ก�L�H�M�b)ก��L=Y� %.:) �?ก�O'�'*X>:�/��a/)�LM�?ก%�'(I��'*&:�1%;:��L�Yb)K)/I�0��a/)�LbK:A0%��0).?�&:�1%;:�M�:ก�L�H�%I�Yก��Lก��

For any act performed by the Proxy at the Meeting, it shall be deemed as such acts had been done by me/us in all respects except for vote of the Proxy which is not in accordance with this Proxy Form.

@I=0* / Signed X>:��a/)�L/ Grantor ( )




��@T�\B / Remarks : 1. X>:A0KY:)�'*��a/)�L ;L�:I��a/)�LbK:X>:�/��a/)�L%1'(I��(%�'(.%�W)X>:%&:��L=Y� @Lก%�'(I@I\L )) M�?��A �?I (ก;H�).)KY:)bK:X>:�/��

a/)�LK@�(\)%10* (กก��@I\L ))%�'(IM�: The shareholder appointing the Proxy must authorize only one proxy to attend and vote at the meeting and shall not allocate the number of shares to several proxies to vote separately.

2. .��L%@0ก�/[Iก��ก��A%@0ก�/[Iก��ก��/[I=Y�K�0%@0ก�/[Iก��ก��%�W)��(�Y\\@ In the agenda relating the election of directors, it is applicable to elect either nominated directors as a whole or elect each nominated director individually.

3. b)ก�O'�'*�'.��L�'*;L1;��O�b)ก��L=Y��กก.?�.��L�'*�L�YM.:&:�I�:) X>:��a/)�L��A�L�Y%1*�%��M�:b)b��L;H��? ��K)/I�0��a/)�L �� &. �� )� In case there are agenda other than the agenda specified above, the additional statement can be specified by the shareholder in the Regular Continued Proxy Form B. as enclosed.

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VA� #$�\a�� (� 9.) Regular Continued Proxy (Form B.)

ก��a/)�Lb)��)L%�W)X>:A0KY:)&I�� !��"�� #$�ก�% (��&�) Authorization on behalf of the Shareholder of Robinson Department Store Public Company Limited.

b)ก��L=Y��/<X>:A0KY:) \�/[I�'* 1/2559 b)./)3Yก�P�'* 8 %�N�() 2559 %.@� 13.00 ). O K:I�@�>� 1 =/[) 3 ��I �� %�%��/@�P %@&�'* 99/1 A))�/=��J%Nก &.I�) �I %&��) �I ก�YI%�1�K�)\�K�0;L1eI%@0*)M�b)./) %.@� @L�A�)�'*0*)

For at the AGM of Shareholders No. 1/2016 to be held on Friday 8thApril, 2016 at 13.00 hours, at the Ballroom 1, 3rd floor, The Emerald Hotel, 99/1 Ratchadapisek Road, Din Daeng Sub-district, Din Daeng District, Bangkok, or at any adjournment thereof to other date, time and venue.

;�� <= T��=�� Agenda No. Subject :












;�� <= T��=�� TS��ก\�G�ก��ก��(\a�) AgendaNo. Subject : Election of Directors (Continued)

=0*ก��ก��/Name of Director : � %K{)�:.( � M�?%K{)�:.( � I�ก%�'(I Approve Object Abstain




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Enclosure No. 12 Map of the AGM’s Venue

at Ballroom 1, 3rd floor, The Emerald Hotel, 99/1 Ratchadapisek Road, Dindeang, Bangkok 10400.

Forwarding of Questions Relating to Annual General Meeting of Shareholders’ Agendas

The Company Board of Directors has fostered a policy to have shareholders’ participations in overseeing the business and giving their opinions relating to business operations, the opportunities, therefore, are opened to the shareholders to forward questions relating to Annual General Meeting of Shareholders Agendas to the Company Board of Directors prior to the date of the Shareholders Meeting. Questions can be forwarded to the Company as follows: 1. The shareholders shall submit their questions together with giving their data consisting of the following details:

- Name-Surname - Address, telephone number, facsimile number and e-mail - Agenda questions desirous to be asked and supporting data, (if any)

2. Channels which the Company has opened to receive questions: - Facsimile Number (66) 2169-2577 - By e-mail of the Company Secretary Office: [email protected] - Company’s website at www.robinson.co.th

3. Hours opened for receiving questions: The Company disclosed the invitation letter of the AGM No.1/2016 in one month advance. Shareholders can forward their questions relating to the Shareholders Meeting Agendas at least 14 days prior to the date of the Shareholders Meeting or 25 March 2016. 4. Gathering of questions: The Company Secretary shall be the person to collect the questions and pass them all to the Board of Directors for considerations, respectively. 5. Answer the questions: On the date of Annual General Meeting of Shareholders