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

The purpose of the Audit and Risk Oversight Committee are as follows:

a. to provide oversight over the Company’s financial reporting, Internal Control System, and Internal and External Audit processes. It shall ensure that systems and processes are in place to provide assurance activities, ensure accurate financial reporting, monitor compliance with laws, regulations and internal policies, determine the efficiency and effectiveness of business operations, and provide the proper safeguarding and use of the Company’s resources and assets; and

b. to oversee the establishment of an ERM framework to identify, monitor, assess and manage key business risks. The ERM framework shall guide the Company in identifying units/business lines and enterprise-level risk exposures, as well as the effectiveness of risk management strategies. It shall be responsible for defining the Company’s level of risk tolerance and providing oversight over its risk management policies and procedures to anticipate, minimize, control or manage risks or possible threats to its operations and performance

AUDIT AND RISK OVERSIGHT COMMITTEE MEMBERS

1. Cirilo P. Noel – Chairman
2. Cesar G. Romero – Member
3. Rodolfo P. Ang – Member
4. Enrico S. Cruz – Member
5. Choo Peng Chee – Member

AUDIT AND RISK OVERSIGHT ADVISORY MEMBERS

1. James L. Go
2. Robina Gokongwei Pe

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  Audit and Risk Oversight Committee Charter