C07792-2025

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Nov 6, 2025
2. SEC Identification Number
A200201756
3. BIR Tax Identification No.
216303212000
4. Exact name of issuer as specified in its charter
ROBINSONS RETAIL HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
110 E. Rodriguez Jr. Avenue, Bagumbayan, Quezon City Postal Code 1110
8. Issuer's telephone number, including area code
(632) 8635-0751 to 64
9. Former name or former address, if changed since last report
43rd Floor, Robinsons Equitable Tower, ADB Avenue cor. Poveda Street, Ortigas Center, Pasig City
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 1,102,792,435
11. Indicate the item numbers reported herein
9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Robinsons Retail Holdings, Inc.RRHI

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Robinsons Retail to Expand into Motorcycle Retailing through the Acquisition of 100% of Premiumbikes Corporation
Background/Description of the Disclosure

On July 25, 2025, Robinsons Retail Holdings, Inc. (Robinsons Retail, PSE: RRHI), through its wholly owned subsidiary Robinson’s Supermarket Corporation (RSC) signed a Share Purchase Agreement to acquire 100% of Premiumbikes Corporation from Mr. Lance Gokongwei, following the approval of the transaction by the company’s Board of Directors earlier that day.

Robinsons Retail engaged a third-party financial consultant to prepare a fairness opinion and valuation report on the Premiumbikes shares. The transaction was reviewed by Robinsons Retail's Related Party Transaction Committee, which subsequently endorsed it to the Board of Directors for approval.

The Company duly received the Philippine Competition Commission's (PCC) Resolution dated November 6, 2025 approving the transaction.
Date of Approval by
Board of Directors		 Jul 25, 2025
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition will enable Robinsons Retail to expand into the growing motorcycle market in the Philippines, which aligns with the company’s strategy to diversify its revenue stream and enter profitable retail categories.
Details of the acquisition or disposition
Date TBA
Manner

Acquisition by Robinson's Supermarket Corporation (RSC), a wholly owned subsidiary of Robinsons Retail of 100% of the issued and outstanding common shares of Premiumbikes Corporation from Mr. Lance Gokongwei
Description of the company to be acquired or sold

Premiumbikes Corporation is a motorcycle retailer in the Philippines, which operates 214 stores nationwide as of June 30, 2025. It generated net sales of Php4.17 billion for full-year 2024, 15.2% higher vs. 2023.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 20,147,555
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share Php7.27 per share
Nature and amount of consideration given or received

Robinsons Retail, through 100% subsidiary RSC, will acquire 100% of Premiumbikes for approximately Php146.4 million, equivalent to 1.0x Premiumbikes’ 2024 audited book value. The consideration shall be paid in cash upon closing, subject to a post-closing purchase price adjustment (if any).
Principle followed in determining the amount of consideration

The purchase price was determined based on a price to book multiple of 1.0x and supported by discounted cash flows (DCF) valuation. Robinsons Retail engaged a third-party financial consultant for a fairness opinion and valuation report on the Premiumbikes shares.
Terms of payment

Payment shall be paid in full and in cash upon closing, subject to a post-closing purchase price adjustment (if any).
Conditions precedent to closing of the transaction, if any

1. Fulfillment of conditions precedent and completion of procedural requirements and submission of required documents as part of closing conditions and deliverables

2. Receipt of regulatory approval/s, including that of the Philippine Competition Commission (PCC)

UPDATE:
(2) The Company has duly received the PCC's Resolution dated November 6, 2025 approving the said transaction
Any other salient terms

None
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Lance Gokongwei RRHI Director (re-elected on 25 July 2025) and RSC Director
Effect(s) on the business, financial condition and operations of the Issuer, if any

The acquisition should enable Robinsons Retail to diversify its revenue stream and enter a growing and profitable motorcycle retail category.
Other Relevant Information

The disclosure has been amended to reflect the Company's receipt of the PCC's approval.
Filed on behalf by:
Name Mylene Kasiban
Designation Chief Financial Officer