MANAGING OUR RISKS Our ERM Structure responsibilities ERM Board Oversight

The Board of Directors and its various committees provide oversight and guidance on material risks and mitigation strategies, with ERM specifically guided by the Audit & Risk Committee through biannual meetings. The BOD receives regular updates from the ERM Committee, Senior Management and key risk functions.

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ERM Committee

The ERM Committee, led by the Chief Risk Officer (CRO), reviews and assesses the identified enterprise risks in order to formulate plans, establish mitigation strategies and institutionalize monitoring processes both at the business unit and enterprise level.

Alongside the CRO, its current structure is composed of the President & CEO, ensuring that risks and opportunities have high visibility at the top level in operations. The Managing Director of the Food Segment is likewise part of the committee, given its scale of operations and revenue contribution, where any associated risks to the segment would have material impacts to the whole Company.

Lastly, the Vice President for Corporate Planning, Investor Relations, and Head of Sustainability is likewise part of the ERM Committee, with its mandate in strategy development, stakeholder management, and ESG informing the structure of ERM and its related disclosures.

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Senior Management

Members of the Senior Management include the members of the ERM Committee, the Shared Services Heads and other Business Unit Heads. The main responsibility of Senior Management is to establish internal controls and execute procedures to identify, assess and manage events that may pose a risk to the business units of the Company. Related risk functions and risk owners on an operational level are likewise tasked to analyze risks and how to mitigate them. This allows for measures, if necessary, to be implemented in a timely and comprehensive manner when risk events occur.

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The Chief Risk Officer

Robinsons Retail’s Chief Financial Officer concurrently acts as the Chief Risk Officer or CRO, who serves as the direct point person for managing the Company’s material risks. They ensure that all risk management strategies are implemented and monitored at the business unit and enterprise level. Working closely with the Board of Directors Committee on Audit and Risk and members of Senior Management, the CRO relies on the detailed identification and assessment of risks by the key risk owners to effectively implement mitigation measures.

Climate Change Risks and Opportunities Climate Governance Structure

We recognize the critical role of climate governance in navigating the evolving challenges of climate change. Our leadership structure enables proactive management of potential risks posed by climate change, while simultaneously identifying and seizing new opportunities.

Our governance structure enables informed decision-making at multiple levels:

• Board Oversight: The Board provides top-level oversight, ensuring the effectiveness of our overall climate strategy.
• Management Execution: Management focuses on integrating the climate agenda throughout the whole portfolio, and reports progress to the Board.
• Operational Integration: Business units implement the climate-related strategy, ensuring its integration within day-to-day activities and alignment with corporate goals.

The Board of Directors oversees the management of climate-related risks and opportunities, ensuring that climate considerations are seamlessly integrated into our strategies, procedures, and systems. The Board, through the Audit and Risk Oversight Committee (AROC) , evaluates management's actions on risk matters. The AROC oversees the ERM framework, ensuring policies adequately address climate-related risks for both operational and financial resilience. It also guides the development, implementation, and evaluation of our climate-related risk management plans.

Supporting the Board alongside AROC is the Corporate Governance and Sustainability Committee (CG&S) , which oversees the development and implementation of corporate governance principles and policies, with a focus on the Economic, Environment, Social, and Governance (EESG) aspects of sustainability. It also evaluates management's effectiveness in maximizing climate-related opportunities.

The President and Chief Executive Officer (CEO) sets the overall strategic direction for the conglomerate, including our approach to sustainability and climate action, playing a central role in driving climate initiatives, managing climate risks, and ensuring transparent reporting on our climate performance. The President and CEO also oversees the operationalization of climate strategies across the different business units.

The Chief Risk Officer (CRO) oversees our ERM processes, establishing a robust framework for managing climate-related risks.

The VP for Corporate Planning and Head of Sustainability develops strategies that align with the company's sustainability goals and commitments, including those related to climate change mitigation and adaptation. The Head of Sustainability also ensures that climate considerations are integrated into the company's broader business strategy. The head also designs and leads the development of our Climate Resilience and Transition plans within which relevant risks and opportunities are identified and then help the business units achieve climate-related targets. The head coordinates with the COO and the business unit heads in the effective implementation of climate strategies.

Our Business Unit Heads play a vital role in operationalizing our climate resilience strategies. Through the leadership of the CEO and guidance from the CRO and Head of Sustainability, the Business Unit Heads implement and continuously refine risk management strategies to address climate-related challenges within their specific business areas.

Approach to Climate Risk Management

Our Enterprise Risk Management (ERM) strategy takes a holistic approach to both addressing climate-related risks and maximizing climate-related opportunities within our framework. Our comprehensive process embeds the identification, assessment, and management of climate-related risks and opportunities into the overall ERM framework through the following steps: 1) Risk Identification, 2) Risk Assessment, 3) Risk Prioritization, and 4) Risk Response, Monitoring, and Evaluation.

• a. Integration of climate-related risk and opportunity management to the overall Enterprise Risk Management

Climate-related risks and opportunities are integrated into our ERM system and managed at both the Management and BU Level. Identified as a Climate Risk category in the Group's risk register allows us increased focus on climate risk identification and mitigation. Climate risk assessment and climate scenario analysis (CSA) is being integrated into our overall ERM system by identifying physical risks, evaluating impact, prioritizing urgency, and executing resilience strategies, which is articulated by the figure below.

• b. Risk Identification, Assessment, and Prioritization

We established a risk assessment scale categorizing impacts as insignificant to extreme and likelihoods from rare to almost certain, tailored by each operating company to their specific context and risk appetite, streamlining the risk rating process. Risks were assessed for severity based on impact and likelihood, focusing on their inherent nature, independent of our specific circumstances or management capacity. Priority was given to risks with high to very high severity, considering our organization's risk profile, vulnerability, and their urgency. This assessment prioritizes the company's most critical assets by pinpointing their exposure to climate hazards. Using detailed climate models and scenarios (RCP 4.5 and 8.5), it then quantifies the potential impacts on these assets through specialized tools. In short, it identifies weak spots and measures potential damage from climate change.

Climate-related physical and transition risks are included in our recent risk register. Climate-related risks pose potential adverse impact to operations, particularly in the face of extreme weather events. Regulatory changes linked climate change, such as carbon pricing, emissions caps, and extended producer responsibility, may impact operations by escalating compliance costs. The insights from the CSA are being incorporated into the group's ERM system, enhancing our management of climate-related risks and opportunities. This integration deepens our understanding of the potential likelihood and severity of climate risks, enabling more informed decision-making in prioritizing and response planning.

• c. Risk Response, Monitoring, and Evaluation

We ensure the implementation of suitable risk responses for each climate-related risk, both at the BU level and at the enterprise-wide level. Risk owners are responsible for managing climate-related risks and collaborate with risk champions to develop effective management strategies to reduce environmental impact and adapt to climate threats. The head of sustainability will be leading the cascade of our recently concluded CSA to the business units risk owners to ensure effective integration of climate risk assessment in the overall operations of the business units.

Continuous monitoring of legislative proposals and regulatory trends is in place, ensuring timely identification of potential effects on operations. We also continuously integrating the identified climate-related risks specifically extreme weather events into our business continuity plans and crisis management plans to ensure group’s resiliency.

• d. Opportunity Management Process

We are proactively anticipating future climate conditions, identifying opportunities arising from changing consumer behaviors, new market developments, and innovations aligned with ongoing climate trends. This process includes a thorough evaluation of potential climate-related opportunities, pinpointing those that complement the company's core strengths, contextual relevance, and prevailing market trends.

Each identified opportunity will be assessed for its financial, operational, and reputational implications to gauge its feasibility. We will rank these opportunities according to how well they align with our corporate and sustainability objectives, evaluating their feasibility, potential for expansion, and compatibility with current business initiatives.

To stay ahead, we will regularly revise and updates our approach at least semi-annually in response
to changing climate conditions and market shifts. This continuous monitoring and refinement highlight our commitment to actively evolving landscape of climate-related opportunities.

• e. Changes in Risk Identification, Assessment, Prioritization, and Monitoring

We continuously enhance our risk management system, demonstrating commitment to addressing evolving challenges. Documentation of controls in place against identified risks and ranking of the top risks are priorities. Notably, in this latest reporting period, we have integrated climate scenario analysis into our risk identification and assessment processes. This strategic initiative has empowered us to proactively anticipate and address potential climate-related risks.

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Metrics and Targets

To provide our shareholders and stakeholders clear insights into our approach to managing climate-related risks and opportunities, we have set specific environmental and climate-related targets and are tracking our progress.

• a. Metrics and Targets for Physical Risks

To demonstrate our approach in managing the physical climate-related risks, we reflected metrics for exposure assessment coverage and vulnerability assessment coverage associated with flooding, tropical cyclones, extreme temperature and heat stress, and sea level rise.

• b. GHG Emissions Metrics and Targets

We calculate our total greenhouse gas (GHG) emissions using the operational control approach, covering the measurement and disclosure of Scope 1 and Scope 2 emissions. Scope 2 emissions are reported using a location‑based methodology. While selected Scope 3 emission categories were previously disclosed, we have opted not to present Scope 3 data in this reporting cycle as we recalibrate our approach. We intend to conduct a comprehensive Scope 3 baselining exercise beginning in 2026, with initial completion targeted in 2027, to establish a more complete and decision‑useful inventory of value chain emissions.

In 2023, we commenced foundational work to strengthen our climate‑related data management, governance structures, and risk and opportunity assessment processes. These activities are intended to support the future development of a climate transition roadmap. The timeline, scope, and level of ambition of future climate targets will be determined once these preparatory efforts are sufficiently advanced, and in consideration of emerging regulatory requirements, data readiness, and business priorities.

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Corporate Governance and Sustainability Committee

This Corporate Governance and Sustainability Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Corporate Governance and Sustainability Committee (the “Committee”) of Robinsons Retail Holdings, Inc. (the “Company”), and the procedures which guide the conduct of its functions.

Delegating Authority for Sustainability

In RRHI, the President and CEO of the company, who directly reports to the Board of Directors, has been appointed with oversight over economic, social, and environmental topics. Any top-level directives and decisions are cascaded down to our Corporate Planning team, which in turn disseminates information and strategizes sustainability initiatives with the Business Unit and Shared Services Heads of the company, who then further cascade sustainability to their respective employees. The Corporate Planning Department will facilitate efforts among the Business Units and Shared Services Departments to further foster a culture of Sustainability within the RRHI, facilitate data-gathering and monitoring of ESG metrics, as well as serve as the liaison body between RRHI and the Gokongwei Group on topics and issues related to Sustainability.

Remuneration, nomination, and succession planning Committee

This Remuneration, Nomination and Succession Planning Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Remuneration, Nomination, and Succession Planning Committee (the “Committee”) of Robinsons Retail Holdings, Inc. (the “Company”), and the procedures which guide the conduct of its functions.

Related Party Transaction Committee

This Related Party Transaction Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Related Party Transaction Committee (the “Committee”) of Robinsons Retail Holdings, Inc. (the “Company”), and the procedures which guide the conduct of its functions.

Attendance of Directors in Board Meetings

January 1, 2025 to December 31, 2025

1 From January 1, 2025 to July 25, 2025, Mr. Lance Gokongwei served and attended meetings as RRHI Board Adviser. He was elected as member of the RRHI Board of Directors effective July 25, 2025.
2 Mr. Manolito T. Tayag was elected Independent Director of RRHI effective September 16, 2025.
3 Mr. Scott Price and Mr. Curtis Liu ceased to be Directors of the RRHI effective May 30, 2025 following the share buyback of the RRHI shares owned by GCH Investments Limited Pte. under a special block sale duly approved by the Philippine Stock Exchange

Board Remuneration

he Company recognizes that a competent and experienced Board is fundamental to effective governance, long-term performance, and sustainable growth. Accordingly, the Board’s remuneration framework is designed to attract and retain qualified directors while ensuring that compensation practices remain fair, transparent, and aligned with industry benchmarks and the responsibilities entrusted to the Board.

Directors are compensated through a combination of fixed retainer fees and meeting attendance fees, reflecting both their role and level of engagement. Non-nominee directors receive an annual retainer fee of Php600,000, along with a per diem of Php60,000 for each Board and shareholders’ meeting attended and Php30,000 for each committee meeting. In recognition of the additional responsibilities of the role, the Lead Independent Director receives an annual retainer of Php800,000, Php80,000 per Board and shareholders’ meeting, and Php40,000 per committee meeting. Independent Directors are provided an annual retainer of Php700,000, a per diem of Php70,000 for each Board and shareholders’ meeting, and Php35,000 for each committee meeting.

This remuneration structure supports equitable treatment among directors, reflects differing levels of responsibility, and reinforces the Board’s commitment to good governance and accountability.

Meanwhile, the aggregate compensation of executive officers and directors of the Company for 2025 is shown below.

Stakeholders Welfare, Transparency, and Anti-Corruption

Robinsons Retail Holdings, Inc. (“The Company”) acknowledges that good corporate governance is essential to build an environment of trust, transparency and accountability necessary for fostering long-term performance, financial stability, business integrity and sustainability of the company for the protection of the interests of shareholders and other stakeholders.

The Company believes that sound and effective corporate practices are fundamental to the smooth, effective and transparent operation of the company, its ability to attract investment and enhance shareholder value. This includes the Company’s commitment to ensure fair and equitable treatment of all shareholders, including the minority, and the protection of their rights that include:

• Right to vote on all matters that require their consent or approval
• Right to nominate, elect, remove, and replace directors in accordance with the Corporation Code
• Right to inspect corporate books and records
  
• Right to information
• Right to dividends
• Appraisal right

Internal Controls

With the leadership of the Company’s Chief Financial Officer (CFO), internal control is embedded in the operations of the company and in each BU thus increasing their accountability and ownership in the execution of the BU’s internal control framework. To accomplish the established goals and objectives, BUs implement robust and efficient process controls to ensure:

• Compliance with policies, procedures, laws and regulations
• Economic and efficient use of resources
• Check and balance and proper segregation of duties
  
• Identification and remediation control weaknesses
• Reliability and integrity of information
• Proper safeguarding of company resources and protection of company asset s through early detection and prevention of fraud

Adequate and Timely Information

To enable the Directors to properly fulfill their duties and responsibilities, Management provides the Directors with complete, adequate, and timely information about the matters to be taken up in their meetings. Information may include the background or explanation on matters brought before the Board, disclosures, budgets, forecasts, and internal financial documents. If the information provided by Management is not sufficient, further inquiries may be made by a Director to enable him to properly perform his duties and responsibilities.

The Directors have independent access to Management and to the Corporate Secretary. The Directors, either individually or as a Board, and in the performance of their duties and responsibilities, may seek access to independent professional advice within the guidelines set by the Board.

Accountability and Audit

The Board ensures that its Shareholders are provided with a balanced and comprehensible assessment of the Company’s performance, position and prospects on a quarterly basis. Interim and other reports that could adversely affect its business are also made available in the Company website including its submissions and disclosures to the SEC and PSE. Management formulates the rules and procedures on financial reporting and internal control for presentation to the Audit Committee in accordance with the following guidelines:

• The extent of its responsibility in the preparation of the financial statements of the Company, with the corresponding delineation of the responsibilities that pertain to the External Auditor, should be clearly defined;
• An effective system of internal control that will ensure the integrity of the financial reports and protection of the assets of the Company for the benefit of all Shareholders and other Stakeholders;
• On the basis of the approved Internal Audit Plan, Internal Audit examinations should cover, at the minimum, the evaluation of the adequacy and effectiveness of controls that cover the Company’s governance, operations and information systems, including the reliability and integrity of financial and operation information, effectiveness and efficiency of operations, protection of assets, and compliance with contracts, laws, rules, and regulations;
  
• The Company consistently complies with the financial reporting requirements of the SEC;
• The External Auditor shall be rotated or changed every five (5) years or earlier, or the signing partner of the External Auditing firm assigned to the Company, should be changed with the same frequency. The Corporate IA Head should submit to the Audit Committee and Management an annual report on the Internal Audit department’s activities, responsibilities, and performance relative to the Internal Audit Plan as approved by the Audit and Risk Committee. The annual report should include significant risk exposures, control issues, and such other matters as may be needed or requested by the Board and Management. The Internal Audit Head should certify that he conducts his activities in accordance with the International Standards on the Professional Practice of Internal Auditing. If he does not, the Internal Audit Head shall disclose to the Board and Management the reasons why he has not fully complied with the said documents; and
• The Board, after consultations with the Audit Committee shall recommend to the Shareholders an External Auditor duly accredited by the SEC who shall undertake an independent audit of the Company, and shall provide an objective assurance on the matter by which the financial statements shall be prepared and presented to the Shareholders.
  

Internal Audit

The Corporate Internal Audit is focused on delivering its mandate of determining whether the governance, risk management and control processes, as designed and represented by management, are adequate and functioning in a manner that provides reasonable level of confidence that:

• Employees’ actions are compliant with policies, standards, procedures, and applicable laws and regulations;
• Quality and continuous improvement are fostered in the control processes;
• Programs, plans, and objectives are achieved; Resources are acquired economically, used efficiently, and protected adequately;
  
• Resources are acquired economically, used efficiently, and protected adequately;
• Significant financial, managerial, and operating information is accurate, reliable, and timely;
• Significant key risks are appropriately identified and managed; and
• Significant legislative or regulatory issues impacting the Company are recognized and properly addressed.

Opportunities for improving management control, profitability and the Company’s reputation may be identified during audits.

Notice of Annual and Special Shareholders’ Meeting

The Company is transparent and fair in the conduct of the annual and special Shareholders’ meetings. To foster active shareholder participation, the Board sends the Notice of Annual and Special Shareholders’ Meeting with sufficient and relevant information at least twenty-eight (28) days before the meeting. The Shareholders are encouraged to personally attend such meetings and those who are unable to attend are apprised ahead of time of their right to appoint a proxy. Subject to the requirements of law, rules and regulations and the By-Laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy shall be resolved in the favor of the shareholder.

Guided by the principles of fairness, accountability and transparency to the shareholding public, the Company ensures that the result of the votes taken during the most recent Annual or Special Shareholders’ Meeting are made available the next working day. In addition, the Minutes of the Annual and Special Shareholders’ Meeting may be accessed through the Company Website within three (3) business days from the end of the meeting.

Duty to Other Stakeholders Customers’ Welfare

The Company adopts customer relations policies and procedures to protect customer’s welfare. This includes providing and making available the customer relations contact information who is empowered to address and attend to customer questions and concerns.

Supplier/Contractor Selection

The Company adopts customer relations policies and procedures to protect customer’s welfare. This includes providing and making available the customer relations contact information who is empowered to address and attend to customer questions and concerns. The Company recognizes and places importance on the interdependence between business and society, and promote a mutually beneficial relationship that encourages the Company’s sustainable growth, while contributing to the advancement of the society where it operates. The Company employs value chain processes that take into consideration Economic, Environmental and Social Governance (EESG) issues and concerns.

Employees

The Board also establishes policies, programs and procedures that encourage employees to actively participate in the realization of the Company’s goals and its governance including but not limited to:

• Health, safety and welfare;
• Training and development; and
• Reward and compensation
  

1. Performance-enhancing mechanisms for employee participation

The Company abides by the standards and policies set by the Department of Labor and Employment. Likewise, the Company has Security and Safety Manuals that are implemented, reviewed and regularly updated to ensure the security, safety, health, and welfare of the employees in the workplace.

The Company continuously provides learning and development opportunities for its employees through the John Gokongwei Institute for Leadership and Enterprise Development (JG-ILED), the leadership platform for systematic and sustained development programs across the conglomerate. Its mission is to enable a high performing organization that will facilitate the learning process and develop the intellectual and personal growth of all employees through targeted and customized trainings and development programs.

2. Anti-Corruption programs and procedures

The Company is committed to promoting transparency and fairness to all stakeholders. The Board sets the tone and make a stand against corrupt practices by adopting anti-corruption policies and programs. Some of the Company’s Anti-Corruption programs are embodied in the Code of Business Conduct and Ethics, Conflict of Interest, Offenses Subject to Disciplinary Action (OSDA), among others. The same are disseminated to all employees across the Company through trainings to embed them in the Company’s culture. New employees are oriented regarding policies and procedures related to Business Conduct and Ethics and similar policies. All employees are given periodic reminders. Further, all concerned employees of the Conglomerate are required to comply with the Self-Disclosure Activity on Conflict of Interest and Declaration of Gifts Received on an annual basis.
The Company also has an established suitable framework for whistleblowing and ensure its enforcement to allow employees and other stakeholders to freely communicate their concerns about illegal or unethical practices without fear of retaliation, and to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns.

The complete list of company policies can be accessed publicly through the company’s website: Corporate Governance - Robinsons Retail Holdings, Inc.

Insider Trading

The dealings of the Company with any of its Directors and Key Officers are done on an arm’s length basis, and upon terms not less favorable to the Company than those offered to others.

The table below sets forth the summary of trading in the Company shares by the Directors and Key Officers for the financial years 2024 and 2025.

Shareholdings of Directors and Key Officers Dividend Policy

Under the Dividend Policy, the Company shall implement an annual cash dividend payout ratio of forty percent (40%) of its audited consolidated net income attributable to parent 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 dividends in the future.

The Company observes a 30-day period for distributing dividends following the declaration date of dividends.

Company Website

The Company updates the public with operating and financial results through timely disclosures filed with SEC and PSE. These are available on the company’s website: https://www.robinsonsretailholdings.com.ph/

List of Corporate Disclosures / Replies to SEC letters under SEC Form 17-C