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Invitation to the 2020 Annual General Meeting of Shareholders April 24, 2020 at 14.00 Hrs

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Invitation to the 2020 Annual General Meeting of Shareholders April 24, 2020 at 14.00 Hrs Invitation to the 2020 Annual General Meeting of Shareholders April 24, 2020 at 14.00 hrs. at Building 5 (Parking Building) Thonburi Hospital Content Page Invitation to the 2020 Annual General Meeting of Shareholders 1 Supporting Documents to attend the Annual General Meeting of Shareholders Details of the auditors 10 Details of persons nominated for appointment as director 11 Profile of independent directors proposed as proxy of shareholders 19 Conditions and methods of registration for attendees of the meeting, 21 granting proxy and votes counting Provisions of the Articles of Association relating to shareholders’ meeting 24 Map of the annual general meeting’s venue 28 Use of QR Code 29 Proxy Form C 30 Proxy Form B 34 Proxy Form A 38 The 2019 annual report has not been provided in form of paper. Please download from QR Code on invitation to the Annual General Meeting of Shareholders No. THG 9/2020 March 16, 2020 Subject : Invitation to the 2020 Annual General Meeting of Shareholders To : Shareholders Enclosures : 1. Invitation letter with QR Code (Please present on the meeting date for registration) 2. Details of the auditors (Supporting document for Agenda 5) 3. Details of persons nominated for appointment as director (Supporting document for Agenda 6) 4. Profile of independent directors proposed as proxy of shareholders 5. Conditions and methods of registration for attendees of the meeting, granting proxy and votes counting 6. Provisions of the Articles of Association relating to shareholders’ meeting 7. Map of the annual general meeting’s venue 8. Use of QR Code 9. Proxy forms Notice is hereby given that the 2020 Annual General Meeting of Shareholders of Thonburi Healthcare Group Public Company Limited (“THG”) which will be held on April 24, 2020 at 1 4.00 hrs. at Building 5 (Parking Building), Thonburi Hospital, 34/1 Soi Issaraparp 44, Issaraparp Road, Baan Chang Lor Sub-district, Bangkok Noi District, Bangkok 10700 to consider the agendas as follows: Agenda 1 Matters for acknowledgement Agenda 2 To consider and acknowledge the operating results for 2019 Purpose and Reason Report of THG's performance in 2019 appears in the Annual Report 2019 (can be downloaded by scanning QR Code as below) The Board’s Opinion The board of director approved that it should be proposed this matter to the shareholders’ meeting to acknowledge performance, management discussion and analysis including various factors affecting THG both positively and negatively significant changes in 2019 and the progress of anti- corruption policy. Voting This agenda is for acknowledgement only. Therefore, voting is not required. Invitation to the 2020 Annual General Meeting of Shareholders Page 1 | 38 Agenda 3 To approve the financial statements for fiscal year 2019, ending on December 31, 2019 Purpose and Reason The 2019 financial statements for the year ending December 31, 2019 as set out under “Financial Statements” part of the annual report have been reviewed by the Audit Committee and audited by the auditor. The details are as follows: Statement of financial position and income statement (Unit: Baht) THG THG and subsidiaries THG 2018 2019 2018 2019 Assets 17,926,931,481 20,284,992,143 16,957,793,991 19,038,985,215 Liabilities 9,201,046,944 11,503,503,458 7,186,591,070 9,018,344,667 Revenue from hospital business 5,794,962,004 6,750,092,004 5,107,172,377 5,161,073,226 Total revenue 7,094,191,841 8,232,159,219 5,600,931,363 5,605,900,388 Profit per year 366,679,130 459,766,375 758,727,649 692,287,000 Profit per year for parent company 347,599,923 462,387,421 758,727,649 692,287,000 Earnings per share (Baht/Shares) 0.41 0.55 0.89 0.82 The Board’s Opinion The Board of Directors is of the view that such financial statements have been reviewed by the Audit Committee and audited by the qualified auditor. The auditor’s opinion on THG’s financial statements is that the financial statements are correct in material respect and in accordance with the accounting standards. The Board of Directors, therefore, proposes such financial statements to the shareholders’ meeting for approval. voting To approve this agenda, a resolution must be passed by the majority votes of the shareholders and proxy holders who attend the meeting and cast their votes. Agenda 4 To approve appropriation of net profit as legal reserve and dividend payment for 2019 Purpose and Reason 1) Appropriation of legal reserve According to Section 116 of the Public Limited Company Act B.E. 2535 (as amended) (the “Public Company Act”), the company must allocate part of the annual net profit as reserve fund in an amount not less than 5 %of the annual net profit less the sum of accumulated loss brought forward (if any) until the reserve fund amounts to not less than 10 % of the registered capital. Such reserve fund cannot be allocated to shareholders. THG has allocated Baht 112.5 million or 13% of its registered capital as legal reserve according to the laws and THG’s Articles of Association. Therefore, it is not required to allocate profit as legal reserve in this year. 2) Appropriation of dividend payment Invitation to the 2020 Annual General Meeting of Shareholders Page 2 | 38 For the dividend payment, THG’s dividend policy is 4 0% of net profit from consolidated financial statements after deduction of income taxes (excluding impact from unrealized exchange rate and after deduction of legal reserves and other reserves). The net profit of THG owner’s equity was in the amount of Baht 462.39 million, higher than 2018 with the net profit of Baht 347.6 million. Therefore, it was deemed appropriate to pay dividends for the operating results of 2019 to shareholders at the rate of Baht 0.40 per share, equivalent to 73.45% of the net profit attributable to owner of parent company or 73.87 of the net profits, totaling Baht 339.63 million. The dividend payment rate is in accordance with THG’s dividend policy. A. To propose the shareholder’s meeting to acknowledge the interim dividend payment for the business performance from January 1, 2019 to June 30, 2019 at the rate of Baht 0.10 per share, totaling dividends of Baht 84.91 million, which had been paid on 12 September 2019. This interim dividend had been paid from the corporate income tax rate of 20%. B. To propose the shareholder’s meeting to pay the remaining dividends at the rate of 0.30 baht per share, totaling dividend payment is of Baht 254.72 million. The date for the right of shareholders to receive dividends will be on March 13, 2020, with the payment of dividends by May 14, 2020. This dividend will be paid from the corporate income tax rate of 20%. The right to receive dividend is uncertain as it has not yet been approved by shareholders.” Dividend Payment Details 2017 2018 2019 1st 2nd Net Profit (Million Baht) 564.9 366.68 459.77 Net profit attributable to owner of parent company (Million Baht) 553.84 347.60 462.39 Number of shares (Million shares) 849.08 849.08 849.08 Earnings per share (shares) 0.72 0.41 0.55 Dividend per share (Baht) 0.40 0.35 0.40 0.10 0.30 Total dividends paid (Million Baht) 339.63 297.18 339.63 84.91 254.72 Dividend payout ratio from net profit (%) 60.12 81.05 73.87 Dividend payout ratio from net profit attributable to owner of 60.32 85.50 73.45 parent company (%) The Board’s Opinion The Board of Directors is of the view that: 1. THG’s registered capital was Baht 849.08 million and it has allocated profit in the amount of Baht 112.5 million or 13 of the registered capital as legal reserve in accordance with THG’s Articles of Association. Therefore, THG does not have to allocate profit as additional legal reserve. 2. To approve of the payment of dividends from the operating results of 2019 at the rate of 0.40 baht per share, equivalent to 73.45% of the net profit and the total dividend payment is of Baht 339.64 million. 3. To acknowledge the interim dividend payment for the business performance from January 1, 2019 to June 30, 2019 at the rate of 0.10 baht per share, totaling dividend payment is of Baht 84.91 million. Invitation to the 2020 Annual General Meeting of Shareholders Page 3 | 38 4. To approve the remaining dividend payment at the rate of 0.30 baht per share, totaling dividend payment is of Baht 254.72 million. The date for the right of shareholders to receive dividends will be on March 13, 2020, with the payment of dividends by May 14, 2020. voting To approve this agenda, a resolution must be passed by the majority votes of the shareholders and proxy holders who attend the meeting and cast their votes. Agenda 5 To agree the appointment of auditors and audit fee for the fiscal year ending December 31, 2020 Purpose and Reason To consider and approve the appointment of the auditor and determination of audit fee for the year 2019 according to Section 120 of the Public Limited Company Act B.E. 2535 (as amended) (the “Public Company Act”). Article 56 Article 57 and of THG’s Articles of Association states that the appointed auditor may be reappointed as THG’s auditor and determine the audit fee by the annual general meeting of shareholders.
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