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 Nuntha Utayarn Samosorn (Opposite 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 14.00 hrs. at Nuntha Utayarn Samosorn (Opposite Thonburi Hospital) no. 64 Soi Issaraparp 44, Baanchanglor 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.

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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

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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.

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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. The Audit Committee has considered the selection of auditors according to the specified criteria and proposed the appointment of auditors and audit fee including giving opinions to the Board of Directors for consideration of appointment the auditors for 2020. The Board of Directors considered to propose PricewaterhouseCoopers ABAS Limited ("PWC") who has been the auditor of THG from the fiscal year ending December 31, 2014 to the fiscal year ending December 31, 2018 for a period of 5 years in order to ensure continuity of operations. PWC and has experience, knowledge, expertise, understanding of the business appropriately, including the results of previous years that are reliable standards. In the past, PWC has the ability to prepare financial statements of THG on schedule. By requesting approval from the shareholders' meeting as follows; 1) To approve a change of PWC’s auditor name due to the former auditor has retired. Any one of the following auditors whose names are as follows are authorized to review, audit, express opinions on the financial statements and sign the audit report and any other related matters of THG and its subsidiaries for 2020, details of the auditor's profile appear in Enclosure 2. Name C.P.A. (Thailand) No. Year of signing as No. of years THG’s auditor Mr. Krit Chatchavalwong 5016 - 0 Mrs. Anutai Poomsurakul 3873 - 0 Mr. Vichien Khingmontri 3977 - 0 The auditors listed above do not have any relationships and / or interests between the auditors and the companies / subsidiaries / executives / major shareholders or a person who is related to those persons, including no transactions which may have conflict of interest with THG.

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2) In case that the appointed auditor is unable to perform his/her duties, PWC shall find its other qualified auditor as replacement. In such event, the Board of Directors shall be authorized to approve the replacement auditor proposed by PWC. 3) To propose the auditor fee of the PWC for the company only and consolidated financial statements of THG for the fiscal year, ended 31 December 2020, and the quarterly financial statements totaling 3,900,000 baht; to acknowledge the auditor fee of the PWC for THG’s subsidiaries totaling 6,500,000 baht, and the audit fees of other auditors' offices totaling 30,000 baht, which the board will oversee to prepare financial statements of THG on schedule. The details are as follows: Audit Fee 2018 2019 2020 A. Audit Fee (Baht) 1. THG 3,890,000 4,200,000 3,900,000 2. Subsidiaries 7,810,000 8,500,000 6,530,000 B. Non-Audit Fee None None None Total Audit Fee (Baht) 11,700,000 12,700,000 10,430,000 (The audit fee for 2020 of THG’s subsidiaries may be changed according to the number of subsidiary companies and / or the actual workload during the year) 4) To grant the Board of Directors have the authority to review further financial statements of THG as necessary and appropriate. 5) To acknowledge that the Board of Directors approved the increase of the audit fees 2019 as follows: 5.1 Subsidiary – Uttaradit-thonburi Hospital Co., Ltd. paid to another auditor in the amount of 10,000 baht. 5.2 Thonburi Property Management Co., Ltd. paid to another auditor in the amount of 10,000 baht, registered to be a subsidiary of Thonburi Wellbeing Co., Ltd. on October 7, 2019 for business management of Senior Residence. The Board’s Opinion the Board of Directors has considered qualifications and fees of the auditor and find them reasonable and appropriate and the selection process of the auditor has been considered by the Audit Committee. Therefore, the Board of Directors resolved to propose the following matters to the shareholders’ meeting for consideration and approval: 1. To appoint PricewaterhouseCoopers ABAS Co., Ltd. as the auditor of THG and its subsidiaries for the financial year ending December 31, 2020. Any one of the following auditors shall be authorized to review, audit, and express his/her opinion on the financial statements and sign the audit report, including perform any act relating to the matter; 1) Mr. Krit Chatchavalwong, Certified Public Accountant (Thailand) No. 5016; or 2) Mrs. Anuthai Poomsurakul, Certified Public Accountant (Thailand) No. 3873; or 3) Mr. Vichien Khingmontri, Certified Public Accountant (Thailand) No. 3977.

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And authorize the director to consider and approve, if PricewaterhouseCoopers ABAS Co., Ltd. is required to procure other authorized auditors instead of the above certified auditors who are not able to work. 2. To approve the auditor fee for the audit of company only and consolidated financial statements of THG for the financial year ending December 31, 2020, the credit limit was not more than Baht 3,900,000. 3. To authorize the Board of Directors to approve additional auditor fees of THG for the year 2020 as necessary. 4. To acknowledge the 2020 auditor fee for the subsidiaries, the credit limit not exceeding Baht 6,530,000. 5. To acknowledge the increase in 2019 audit fees of subsidiary- Uttaradit-thonburi Hospital Co., Ltd. was for 10,000 baht and Thonburi Property Management Co., Ltd. was for 10,000 baht. 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 6 To consider and approve the appointment of directors in replacement of those who retire by rotation Purpose and Reason Section 71 Public Limited Companies Act Article 18 of THG’s Articles of Association states that at each annual general meeting of shareholders, at least one-third of THG’s directors shall retire by rotation. If the number of directors is not a multiple of three, the nearest number to one-third of the number of directors shall retire from office. THG has 13 directors in total. There are 4 directors who must retire from office this year. The names of such directors are set out below: Director's Name Position 1. Dr. Boon Vanasin (M.D.) Chairman of the Board of Directors 2. Ms. Nalin Vanasin Director 3. Assoc. Prof. Dr. Aasis Unnanuntana (M.D.) Director 4. Dr. Linda Kraivit (M.D.) Independent Director, Chairman of Risk Management Committee, Member of Nomination and Remuneration Committee, Member of Audit Committee and Member of Corporate Governance and Business Ethics Committee In this regard, THG provided an opportunity for shareholders to nominate persons to be directors of THG between September 5, 2019 – November 30, 2019, with no shareholder proposing any agenda and list of persons to be considered for election to be a director. The board’s Opinion The Board of Directors, excluding the interested directors, had carefully considered to ensure that the persons nominated at this time have suitable qualifications for the company’s business with consideration of the best benefits of THG and qualifications, experiences and expertise of such retired directors. The person who is nominated to be an independent director will be able to give an independent opinion and in accordance with relevant guidelines, agreed the nomination of the 4 retiring directors to be

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directors and members of their respective subcommittees for another term. The brief profiles of the directors are as set out in Enclosure 3 namely: Director's Name Position 1. Dr. Boon Vanasin (M.D.) Chairman of the Board of Directors 2. Ms. Nalin Vanasin Director 3. Assoc. Prof. Dr. Aasis Unnanuntana (M.D.) Director 4. Dr. Linda Kraivit (M.D.) Independent Director, Chairman of Risk Management Committee, Member of Nomination and Remuneration Committee, Member of Audit Committee and Member of Corporate Governance and Business Ethics Committee Voting This agenda must be approved on an individual basis. The directors nominated for reappointment has left the meeting room during the consideration of this agenda. 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 and in accordance with the following rules and methods specified under THG’s Articles 15, which is enclosed as Enclosure 6.

Agenda 7 To consider and approve the determination of remunerations of the Board of Directors and the subcommittees Purpose and Reason The Board of Directors has considered the remuneration for directors and subcommittees as appropriate according to the criteria and procedures as per the opinion of the Nomination and Remuneration Committee for remuneration to THG’s Board of Directors and subcommittees for their works. The Board of Directors proposed to the shareholders’ meeting to consider and approve the determination of the Board of Directors and the subcommittee for the year 2020 at the same amount of 2019 with the details as follows: 1) Monetary remuneration Year 2019 -2020 Position Annual Remuneration Meeting Allowance (Baht per year) (Baht per meeting) Chairman 180,000 12,000 Director 150,000 12,000 Subcommittees: - 12,000 1) Audit Committee 2) Risk Management Committee 3) Nomination and Remuneration Committee 4) Corporate Governance and Business Ethics Committee

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Remark: 1. The Executive Committee is not a subcommittee, therefore, will not receive meeting allowance. 2. An executive who is a member of subcommittee will not receive meeting allowance. 2) Other remunerations such as medical service fee at Thonburi hospital shall be the same amount of 2019, the same criteria used for payment of medical service fees to executives of Thonburi Hospital as follows: Position other remunerations for year 2019 -2020 Chairman and the board of directors 100,000 Baht per year with 50% discount in excess amount Parents 50% discount with unlimited amount Spouse and underage children 50% discount with a limit of Baht 100,000 The board’s opinion The Board of Directors has agreed the determination of the Board of Directors and the subcommittees for the year 2020 shall be the same rate as the year 2019. Furthermore, the Executive Committee is not a subcommittee, therefore, will not receive meeting allowance, and any executive who is a member of subcommittee will not receive meeting allowance. For other remunerations such as medical service fee at Thonburi hospital shall be the same rate as the year 2019 which shall be the same as criteria used for payment of medical service fees to executives of Thonburi Hospital. Voting This agenda, a resolution must be passed by 2/3 (two-thirds) votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 8 To approve the amendments to the company’s objectives and memorandum of association (Clause 3) Purpose and Reason In order to be in line with the company's operations, the Board of Directors have considered and proposed to the shareholders' meeting for approval of the amendment to the company’s objectives by canceling the objectives 1 clause “Clause 24. To carry on business of printing house, printing and publishing books service, printing and publishing books for sale and newspaper publishing” The objectives will be reduced from 46 clauses to 45 clauses and will consider and approve the amendment to the Company's Memorandum of Association (Clause 3) to be in line with the amendment of the company's objectives with details as follows: The original company’s objectives Amendment Clause 24. To carry on business of printing house, Clause 24. To carry on business of printing house, printing and publishing books service, printing and printing and publishing books service, printing and publishing books for sale and newspaper publishing books for sale and newspaper publishing. publishing. (Cancel)

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The original company’s memorandum of association Amendment Clause 3. The company’s objectives are 46 items as Clause 3. The company’s objectives are 45 items as appeared on Form Bor. Mor. Jor. 002 appeared on Form Bor. Mor. Jor. 002 Including authorizing the board of directors, or the person entrusted by the Board of Directors, or the authorized directors to take any action as necessary and in relation to the amendment to the amendments to the company’s objectives (Clause 24) and memorandum of association (Clause 3). The Board’s Opinion After consideration, the board of directors proposed to the meeting to approve the amendment to the amendments to the company’s objectives (Clause 24) and memorandum of association (Clause 3). Voting This agenda, a resolution must be passed by 3/4 (three-fours) votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 9 Others matters (If any)

Please attend the meeting on April 24, 2020 at 14.00 hrs. at Nuntha Utayarn Samosorn (Opposite Thonburi Hospital) no. 64 Soi Issaraparp 44, Baanchanglor Sub-district, Bangkok Noi District, Bangkok 10700. THG will start meeting registration from 12.00 hrs. onwards. For shareholder, who is unable to attend the shareholders’ meeting or wish to avoid a meeting as the spread of the Coronavirus 2019 (COVID-19), may appoint proxy or independent director of THG as proxy to attend and vote on his or her behalf. Profile of independent directors are set out in Enclosure 4. Please complete and sign proxy form as set out in Enclosure 9 or download proxy form from http://www.thg.co.th. Please use only one applicable proxy form and, once completed, send the proxy form together with all required documents to THG in advance before April 23, 2020. THG has prepared stamp duty for proxies who register for attending the shareholders’ meeting.

Sincerely yours, Thonburi Healthcare Group Public Company

Dr. Boon Vanasin Chairman

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Details of the auditor

Pricewaterhouse Coopers ABAS Ltd.

1. Mr. Krit Chatchavalwong CPA number Certified Public Accountant (Thailand) no. 5016 Qualifications - B.B.A Accounting, Assumption University - M.S. (Computer and Engineering Management) – Assumption University Job History - Audit Partner, Pricewaterhouse Coopers ABAS Ltd. - Audit Director, Pricewaterhouse Coopers ABAS Ltd. - Audit Manager, Pricewaterhouse Coopers ABAS Ltd.

2. Mrs. Anutai Poomsurakul CPA number Certified Public Accountant (Thailand) no. 3873 Qualifications - B.A. (Hons.), Assumption University - Dip. in Aud., Thammasart University - Master’s degree in Accounting, Chulalongkorn University Job History - Partner, Pricewaterhouse Coopers ABAS Ltd. - Director, Pricewaterhouse Coopers ABAS Ltd. - Audit Senior Manager, Pricewaterhouse Coopers ABAS Ltd. - Learning and Developing Manager, Pricewaterhouse Coopers ABAS Ltd.

3. Mr. Vichien Khingmontri CPA number Certified Public Accountant (Thailand) no. 3977 Qualifications - Bachelor’s degree in Accounting, Chulalongkorn University Job History - Partner, Pricewaterhouse Coopers ABAS Ltd.

Invitation to the 2020 Annual General Meeting of Shareholders Page 10 | 38 Enclosure 3 Details of persons nominated for appointment as director for the 2020 Annual General Meeting of Shareholders

First Name – Last Name  Dr. Boon Vanasin (M.D.) Age  81 years Date of Appointment as Director  May 1977 Term of Directorship  42 years 11 months (up to the date of shareholders’ meeting) Type of Director Nominated  Director Educational Qualifications

- Bachelor’s Degree: Faculty of Medicine, Mahidol University - Others: Board Certified, Medicine and Gastroenterology, John Hopkins University, USA

Trainings Trainings by the Thai Institute of Directors (IOD): - Course Director Accreditation Program (DAP) Class 135 Year 2017

Present positions at the Company - August 2015 - Present Chairman of the Board of Directors - November 1977 – August 2015 Director - Founder of the Company Professional Experience (during the past 5 years) • Position as a director / executive in other listed companies: None • Position as a director / executive in other non-listed companies/organizations: 6 as follows: Period Position Company/Business 2016 - present Director Weihai Thonburi Healthcare Investment Co., Ltd. 2014 – present Director Thonburi Hospital Heart Center Co., Ltd. 2013 – present Director Dental Siam Co., Ltd. 2011 - present Advisor Faculty of Medicine, Siam University 1992 – present Advisor Mahidol University Alumni Association 1991 - present President Mahidol Witthayanusorn School Parents Association

• Conflict of interest or rival competition that may arise from the nominees’ holding director/executive positions in other companies: None

Invitation to the 2020 Annual General Meeting of Shareholders Page 11 | 38 Enclosure 3 Details of persons nominated for appointment as director for the 2020 Annual General Meeting of Shareholders

Shareholding in the Company (direct and : Yes (23.98%) Vanasin’s Family as of 30 December 2019 indirect holding) Family relationship with executives : Father of Ms. Nalin Vanasin Legal dispute : None Selection criterial and methods : Nominated by the Nomination and Remuneration Committee according to prescribed procedures and methods

Attendance in the year 2019 - Board of Directors’ meeting attendance : 9/9 times - Strategic Meeting attendance : 1/1 times - 2019 Annual General Meeting of Shareholders’ attendance : 1/1 times

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First Name – Last Name  Ms. Nalin Vanasin Age  46 years Date of Appointment as Director  June 2012 Term of Directorship  7 years 10 months (up to the date of shareholders’ meeting) Type of Director Nominated  Director

Educational Qualifications - Master’s Degree: Engineering-Economic Systems and Operations Research, Stanford University - Master’s Degree: Business Administration, INSEAD - Bachelor’s Degree: Mathematical Economist, Columbia University

Trainings Trainings by the Thai Institute of Directors (IOD): - Course Director Accreditation Program (DAP) Class 133 Year 2017 - Course Corporate Governance for Executives (CGE) Class 13 Year 2019 - Course Risk Management Program for Corporate Leaders (RCL) Class 16 Year 2019 - Course Strategic Board Master Class (SBM) Class 6 Year 2019

Present positions at the Company - Jan 2019 - Present Chief Business Service/Support Officer - Mar 2018 - present Chief Commercial Officer - 2018 - present Executive Committee - 2012 – present Director Professional Experience (during the past 5 years) • Position as a director / executive in other listed companies: None • Position as a director / executive in other non-listed companies/organizations: 2 as follows: Period Position Company/Business Jul 2017 - present Director Thonburi Wellbeing Co., Ltd. 2013 – present Director Wine Garage Co., Ltd. Invitation to the 2020 Annual General Meeting of Shareholders Page 13 | 38 Enclosure 3 Details of persons nominated for appointment as director for the 2020 Annual General Meeting of Shareholders

• Conflict of interest or rival competition that may arise from the nominees’ holding director/executive positions in other companies: None

Shareholding in the Company (direct and : Yes (< 0.01%) indirect holding) Family relationship with executives : Daughter of Dr. Boon Vanasin (M.D.) Legal dispute : None Selection criterial and methods : Nominated by the Nomination and Remuneration Committee according to prescribed procedures and methods

Attendance in the year 2019 - Board of Directors’ meeting attendance : 7/9 times - Strategic Meeting attendance : 1/1 times - 2019 Annual General Meeting of Shareholders’ attendance : 1/1 times

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First Name – Last Name  Prof. Dr. Aasis Unnanuntana (M.D.) Age  44 years Date of Appointment as Director  April 2015 Term of Directorship  5 years (up to the date of shareholders’ meeting) Type of Director Nominated  Director

Educational Qualifications

- Master’s Degree: Master of Science, Clinical Epidemiology and Health Service Researches, Weill Cornell University - Bachelor’s Degree: Doctor of Medicine (First Degree Honor), Mahidol University

Trainings Trainings by the Thai Institute of Directors (IOD): - Course Director Accreditation Program (DAP) Class 128 Year 2016

Trainings by other institutions: - Course Certificate, Metabolic Bone Diseases Training by Hospital for Special Surgery - Course Certificate, Adult Reconstructive Surgery Training by University Hospital Case Medical Center - Course Certificate, Adult Reconstructive Surgery and Total Joint Replacement Training by Stanford Hospital and Clinics - Course Thai Board of Orthopedic Surgery Training by Mahidol University

Present positions at the Company - 2015 - Present Director Professional Experience (during the past 5 years) • Position as a director / executive in other listed companies: None

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• Position as a director / executive in other non-listed companies/organizations: 1 as follows: Period Position Company/Business 2012 – present Alternate member of Siriraj Siriraj Hospital Institutional Review Board committee

• Conflict of interest or rival competition that may arise from the nominees’ holding director/executive positions in other companies: None

Shareholding in the Company (direct and : Yes (0.80%) Unnanuntana’s Family as of 30 December 2019 indirect holding) Family relationship with executives : None Legal dispute : None Selection criterial and methods : Nominated by the Nomination and Remuneration Committee according to prescribed procedures and methods

Attendance in the year 2019 - Board of Directors’ meeting attendance : 7/9 times - Strategic Meeting attendance : 1/1 times - 2019 Annual General Meeting of Shareholders’ attendance : 1/1 times

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First Name – Last Name  Dr. Linda Kraivit (M.D.) Age  47 years Date of Appointment as Director  April 2015 Term of Directorship  5 years (up to the date of shareholders’ meeting)  8 years (a current time period + a period of holding the position until completion of this term) Type of Director Nominated  Director

Educational Qualifications - Master’s Degree: MBA, Marshall School of Business, University of Southern California - Bachelor’s Degree: Faculty of Medicine, Chulalongkorn University - Bachelor’s Degree: Bachelor of Laws, Ramkhamhaeng University

Trainings Trainings by the Thai Institute of Directors (IOD): - Course Director Accreditation Program (DAP EN 125/2016) Class 125 Year 2016 - Course How to Develop a Risk Management Plan (HRP 11/2016) Class 11 Year 2016 - Course Risk Management Program for Corporate Leaders (RCL) Class 7 Year 2017 - Course Director Certification Program (DCP) Class 248 Year 2017 - Course Board Nomination and Compensation Program (BNCP) Class 5 Year 2018

Present positions at the Company - April 2019 - Present Chairman of Risk Management Committee - March 2019 - Present Member of Corporate Governance and Business Ethics Committee - Feb 2018 - Present Member of Audit Committee - 2015 - Present Independent Director and Member of Nomination and Remuneration Committee

Professional Experience (during the past 5 years) • Position as a director / executive in other listed companies: None Invitation to the 2020 Annual General Meeting of Shareholders Page 17 | 38 Enclosure 3 Details of persons nominated for appointment as director for the 2020 Annual General Meeting of Shareholders

• Position as a director / executive in other non-listed companies/organizations: 2 as follows: Period Position Company/Business Apr 2017 - present Director Thonburi Wellbeing Co., Ltd. 2007 – present Director CPI Enterprise Co., Ltd.

• Conflict of interest or rival competition that may arise from the nominees’ holding director/executive positions in other companies: None

Shareholding in the Company (direct and : None indirect holding) Family relationship with executives : None Legal dispute : None Selection criterial and methods : Nominated by the Nomination and Remuneration Committee according to prescribed procedures and methods

Attendance in the year 2019 - Board of Directors’ meeting attendance : 9/9 times - Audit Committee’s meeting attendance : 12/12 times - Nomination and Remuneration Committee’s meeting attendance : 6/6 times - Risk Management Committee’s meeting attendance : 5/5 times - Corporate Governance and Business Ethics Committee’s meeting attendance : 3/3 times - Strategic Meeting attendance : 1/1 times - 2019 Annual General Meeting of Shareholders’ attendance : 1/1 times

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Profile of independent directors proposed as proxy of shareholders

First Name – Last Name  Dr. Vikrom Koompirochana (Ph.D.) Age  73 years Address  34/1 Itsaraparp Road, Ban Chang Lo, Bangkok Noi, Bangkok 10700 Position  Independent Director Special interest which is different from other directors in any agenda: None Educational Qualifications

- Doctor’s Degree: History of International Relations, Michigan State University - Master’s Degree: History of International Relations, Michigan State University - Bachelor’s Degree: Art, Faculty of Arts, Chulalongkorn University - Others: Honorary Doctorate in Humanities Schiller International University, UK

Professional Experience (during the past 5 years) • Other listed companies: Period Position Company/Business 2015 – present Chairman of Risk Management Committee MFC Asset Management PCL. 2014 - present Independent Director, Member of Audit Committee MFC Asset Management PCL. 2014 – present Member of Corporate Governance Committee Oishi Group PCL. 2010 - present Chairman Country Group Development PCL. 2007 - present Independent Director, Chairman of Audit Oishi Group PCL. Committee, Chairman of Nomination and Member of Remuneration Committee 2013 – 2016 Director of the Board and Chairman of The Bangchak Petroleum PCL. Corporate Governance Committee

• Other non-listed companies/organizations:

Period Position Company/Business 2010 - present Chairman Sport and Recreation Management Co., Ltd. 2010 - present Honorary Advisor British Chamber of Commerce Thailand

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Enclosure 4

Profile of independent directors proposed as proxy of shareholders

First Name – Last Name  Mrs. Kannika Ngamsophee Age  63 years Address  34/1 Itsaraparp Road, Ban Chang Lo, Bangkok Noi, Bangkok 10700 Position  Independent Director and Chairman of Audit Committee Special interest which is different from other directors in any agenda: None Educational Qualifications - Master’s Degree: Accounting, Thammasart University Management, Sasin Graduate Institute of Business Administration, Chulalongkorn University - Bachelor’s Degree: Accounting (2nd Honors), Thammasart University Laws, Thammasart University Professional Experience (during the past 5 years) • Other listed companies: Period Position Company/Business Sep 2019 - present Independent Director, Member of Audit Committee Siam Makro PCL. Dec 2016 - present Independent Director and Chairman of Audit Committee Scan Inter PCL. Independent Director, Member of Audit Committee and Sep 2015 - present Global Green Chemical PCL. Chairman of Risk Management Committee • Other non-listed companies/organizations: Period Position Company/Business Sep 2019 - present Director Digital Government Development Agency Aug 2018 – present Finance and Budget Subcommittee Fund for Educational Equality Jun 2018 – present Audit and Corporate Governance Committee Thai Arbitration Institute 2018 - present Independent Director ARYU International Health Care Co., Ltd. Nov 2017- present Advisory of Monetary Policy Bank of Thailand 2017 - present Independent Director Thonburi Bumrungmuang Hospital Co., Ltd. Sep 2017- present Public Sector Audit Evaluation Committee Ministry of Administration (Government Sector) Jun 2017- present Director Premiere Home Health Care Co., Ltd. May 2017- present Asset Management Committee Vajiravudh College Mar 2016 - present Member of Audit Committee Social Security’s Office

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Enclosure 5

CONDITIONS AND PROCEDURES FOR REGISTRATION, PROXY AND VOTING THONBURI HEALTHCARE GROUP PUBLIC COMPANY LIMITED

For the Company to have the shareholders meeting performed with transparency, legitimacy and benefit to all shareholders, it is deemed appropriate to have the documents or evidential materials showing the status of shareholders or their representatives who are entitled to participate in the meeting examined and as the standard procedures to be followed further. However, the Company hereby reserves the rights for making the exception in submitting such documents or evidential materials showing the status of each shareholder or its representative who is entitled to participate in the meeting as deemed proper by the Company.

(1) Documents or evidences required before attending the Meeting

A. For a Natural Person

1. In case of self – attending: valid evidence issued by governmental authorities, i.e., the identification card or passport. 2. In case of proxy : 2.1 Proxy in the form as attached to the Notice to Shareholders, completely filled up and signed by the shareholder and the proxy. 2.2 Copy of evidence as specified in item 1 of the shareholder and certified by the shareholder. 2.3 Valid evidence issued by governmental authorities for the proxy according to item 1.

B. For a Juristic Person

1. In case of representative of shareholder ( authorized director ) attending the Meeting : 1.1 Valid evidence issued by governmental authorities for the authorized director (s), the same as the case of Natural Person in item 1.

1.2 Copy of shareholder‘s Letter of Certification (not over 6 months) certified by authorized director(s) showing that such authorized director(s) has the authority to act on behalf of the juristic Person.

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Enclosure 5

2. In case of proxy : 2.1 Proxy in the form as attached to the Notice to Shareholders, completely filled up and signed by the shareholder and the proxy. 2.2 Valid evidence by governmental authorities for the proxy, the same as the case of Natural Person in item 1. 2.3 Copy of shareholder‘s Letter of Certification (not over 6 month) certified by authorized director(s) showing that such authorized director (s) signing the proxy has the authority to act on behalf of the juristic person who is a shareholder.

C. For a Non – Thai Nationality or a Juristic Person established under the foreign laws

The documents and evidences will be as required above. In case the original documents or evidences are not in the English language, the English translation certified true and correct translation by its authorized director (s) is required.

(2) Proxy procedures

Three types of Proxy Forms (Enclosure 8), Shareholders (natural person, institution, or juristic person) who cannot attend this Meeting in person can appoint proxy holders by the following methods:

1. A proxy is given to any person or the Company’s independent director as desired by such the shareholder by indicating the name and particulars of such person who is to act as a proxy or making a mark in front of the independent director’s name as stated in the proxy form. Only one person is selected as a proxy to participate in the meeting. 2. Baht 20 worth of duty stamp is affixed with the date crossed out on the proxy for legal validity. However, the registered proxy is given with convenience in using the duty stamps prepared the Company with free of charge. Any shareholder can hold any amount of the Company’s shares, and must authorize only one proxy to attend and vote at the meeting and shall not split the number of shares to several proxies to vote separately. (3) Provisions in casting the vote

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Enclosure 5

3.1 Vote casting and condition A shareholder shall have votes equal to the number of shares held (or as states in the proxy). One share shall be equal to one vote.

A. In voting each agenda item, the Company’s staff will collect the voting cards only for those who cast Disagree or Abstain. Except for the voting in Agenda :To consider appointing the Company’s directors to replace those who are due to retire by rotation, the Company’s staff will collect the voting cards from every shareholders or proxies who attend the meeting and have the right to vote by collecting all the voting cards of “Agree”, “Disagree” or “Abstain”. B. In case of no shareholder casting Disagree or Abstain (depending on each case), it is considered that the meeting unanimously resolved to approve any matter as proposed. C. Voting in case of the proxy and the shareholders indicate their votes in the proxy form, the Company will take those voting record as part of vote casting and will be counted in the voting process upon the proxy receipt. D. In case of equality of votes, the Chairman of the meeting shall be entitled to a final casting vote. E. The resolution of the shareholders meeting must consist of the following votes: • In normal case, the majority vote is considered the meeting’s resolution. • In other cases, such as where required by law or the Company’s Articles of Association that the resolution be made in accordance with the requirements of the law or the Company’s Article of Association, the shareholders will be informed before casting votes on each agenda. However, provisions of resolution required for each agenda has been provided for shareholders’ acknowledgement in notice of the 2020 Annual General Meeting of Shareholders.

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Enclosure 6

ARTICLES OF ASSOCIATION IN RELEATION TO THE SHAREHOLDERS’ MEETING

Chapter 2 Issuance and Transfer of Shares Article 13 During 21 (twenty-one) days before the Annual General Meeting of shareholders, the Company may close its shares’ register book and suspend transfer of its shares by giving the prior notice to the shareholders at the Company’s headquarter and all branches not less than 14 (fourteen) days.

Chapter 3 Directors and Power of Directors Article 15 A meeting of shareholders must elect the directors in accordance with the following procedures and rules: (1) Each shareholder has 1 (one) vote for each share; (2) Each shareholder may exercise the votes in electing 1 (one) or more persons to be the directors but the votes are indivisible; and (3) The person who obtains the highest votes will be elected as a director in respective order according to the required number of directors, but if 2 (two) or more persons obtain equal votes, the Chairman must exercise a casting vote. Article 16 The directors’ remuneration and other compensations shall be determined by the shareholders’ meeting. Article 18 At every annual general meeting, 1/3 (one-thirds) of the number of the directors shall vacate the office. If the number is not a multiple of three, then the number nearest to 1/3 (one-thirds) shall retire from the office. A retiring director is eligible for re-election. The directors to retire during the first and second years following the registration of the Company shall be determined by drawing lots. In subsequent years, the director who has been in office for the longest term shall retire. Article 22 The shareholders meeting may pass a resolution to remove any director from office prior to the expiration of the director’s term of office by a vote of no less than 3/4 (three-fourths) of the number of the shareholders attending the meeting and having the right to vote and the shares held by them shall not, in aggregate, be less than 1/2 (half) of the number of the shares held by the shareholders attending the meeting and having the right to vote.

Chapter 4 The Shareholders’ Meeting Article 33 The shareholders meeting may be held at the location where the Company’s head office is situated or other locations as determined by the Board of Directors. Article 34 The Board of Directors shall convene an annual general meeting of shareholders within 4 (four) months from the last day of the Company’s fiscal year.

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Enclosure 6

Shareholders’ meetings, other than those specified above, shall be called the extraordinary meeting. The Board of Directors may summon an Extraordinary General Meeting of Shareholders whenever the Board of Directors deems appropriate. The shareholders holding shares altogether at not less than ten percent of the total number of shares sold may submit their names in a letter requesting the Board of Directors to summon an Extraordinary General Meeting of Shareholders. The said letter shall clearly specify subject and reasons for such request. In such case, the Board of Directors shall arrange for the meeting of shareholders to be held within forty-five days from the date of receipt of such request from the shareholders. Article 35 In summoning the shareholders meeting, the Board of Directors shall prepare a written notice of the meeting specifying the place, date, time, agenda of the meeting and the matters to be proposed to the meeting together with reasonable details by explicitly indicating whether they are matters proposed for acknowledgement, for approval or for consideration, including the opinions of the Board of Directors on the said matters, and shall send the same to the shareholders and the registrar for their information no less than 7 (seven) days prior to the date of the meeting. The notice of the meeting shall also be published in a newspaper at least 3 (three) days prior to the date of the meeting for 3 (three) consecutive days. Article 36 In every shareholders meeting there shall be shareholders and proxies (if any) attending the meeting amounting to not less than 25 (twenty-five) persons or not less than 1/2 (half) of the total number of shareholders, holding in aggregate of not less than 1/3 (one-thirds) of the total number of shares sold, in order to constitute a quorum. At any shareholders meeting, if 1 (one) hour has passed beyond the fixed time for the meeting and the number of shareholder’s present is inadequate to constitute a quorum as specified, and if such shareholders’ meeting was convened pursuant to a request of the shareholders, such meeting shall be cancelled. If such shareholders meeting was not convened pursuant to the request of the shareholders, the meeting shall be summoned once again and the notice summoning such meeting shall be delivered to shareholders not less than 7 (seven) days before the date of the meeting. In the subsequent meeting, a quorum is not required. Article 37 In the shareholders’ meeting, a shareholder can proxy other person to attend the meeting and vote on behalf of a shareholder The proxy shall be made in writing and signed by a shareholder and in accordance with the form as specified by the Public Company Registrar, the details shall include the followings: (a) Number of shares held by a shareholder; (b) Name of shareholder; and

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Enclosure 6

(c) No. of meeting for proxy to attend the meeting and vote. provided that the proxy form shall be presented to the Chairman of the Board of Directors or any other person designated by the Chairman of the Board of Directors before attending the meeting. Article 38 If the meeting cannot complete the consideration of the agendas pursuant to the notice for convening the shareholders’ meeting or the agendas proposed by the shareholders who have the shares not less than 1/3 (one-thirds) of the total number of shares sold and it is necessary to postpone the meeting, the shareholders’ meeting shall determine the venue, date and time for the next meeting and the Board of Directors shall send the notice for convening the shareholders’ meeting by specifying the venue, date, time and agendas to the shareholders not less than 7 (seven) days before the meeting. The notice of the meeting shall also be published in a newspaper at least 3 (three) days prior to the date of the meeting for 3 (three) consecutive days. Article 39 The Chairman of the Board of Directors shall be the Chairman of the shareholders’ meeting. If the Chairman is unable to perform his/her duty or the Chairman is not present at the meeting, the Vice-Chairman shall preside over the meeting. If the Vice-Chairman is not present at the meeting or is unable to perform his/her duty, the meeting shall elect 1 (one) shareholder who attends the meeting to act as the Chairman of the meeting. Article 40 In casting votes at the shareholders’ meeting, 1 (one) share shall represent 1 (one) vote. Any shareholder who has special interests in any matter shall not be entitled to vote on such matter, except for the voting for election of directors. The resolution of the shareholders’ meeting shall comprise of the following votes: in normal case, majority votes of the shareholders who attend the meeting and cast their votes. In case of a tie vote, the Chairman of the meeting shall have a casting vote; in the following cases, resolutions shall be passed by votes of not less than 3/4 (three- fourths) of the total votes of the shareholders who attend the meeting and are entitled to vote: (a) the sale or transfer of the whole or substantial part of the businesses of the Company to other persons; or (b) the purchase or acceptance of transfer of businesses of public limited companies or private limited companies to the Company; or (c) the making, amendment or termination of contracts relating to the leasing out of the whole or substantial part of the Company’s business, the designation of any other persons to manage the Company’s business.

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Enclosure 6

Chapter 6 Dividend and Legal Reserve Article 47 Payment of dividend shall be equally paid in accordance with the number of shares, except in the case of preferred shares. Article 48 The Company must appropriate to a reserve fund, from the annual net profit, not less than 5 (five) percent of the annual net profit less the total accumulated losses brought forward (if any) until the reserve fund reaches an amount not less than 10 (ten) percent of the registered capital of the Company. In addition to such reserve, the Board of Directors may propose to the shareholders meeting to approve the allocation of other reserves as deemed beneficial to the Company’s operation.

Chapter 8 Accounting, Financing and Auditing Article 53 The Board of Directors must propose the balance sheet and profit and loss statement as at the end of the accounting period of the Company to the annual general meeting of shareholders for approval. The balance sheet and profit and loss statement must be audited by the auditors before they are proposed to the meeting of shareholders. Article 54 The Board of Directors must deliver the following documents to the shareholders together with the notice of the annual general meeting: (1) copies of the audited balance sheet and profit and loss statement together with the auditors' report; and (2) the directors’ annual report including its supporting documents. Article 55 The Board of Directors shall prepare the list of directors, minutes of Board of Directors’ meeting and minutes of shareholders’ meeting and all resolutions of the meeting as the due record and evidence and such evidences shall be kept at the headquarter of the Company or the Company shall assign a person to maintain it at any place within the area of headquarter or nearby province provided that in doing so, it shall provide prior notice to the Registrar. Article 56 The auditor shall be appointed by the Annual General Meeting of shareholders and the Auditor whose term has been expired, can be reappointed. Article 57 The auditor’s compensation shall be determined by the shareholders’ meeting.

Chapter 9 Miscellaneous Article 59 The auditor shall attend every shareholders’ meeting of which it has agenda to consider the balance sheet, profit and loss statement and matters regarding the Company’s accounting in order to clarify the audit of financial statement to the shareholders and the Company shall provide the financial statement report and other Company’s documents to send to the shareholders to the auditor. Invitation to the 2020 Annual General Meeting of Shareholders Page 27 | 38

Enclosure 7

Venue of the 2020 Annual General Meeting of Shareholders

at Nuntha Utayarn Samosorn (Opposite Thonburi Hospital)

Nuntha Utayarn Samosorn

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Use of QR Code for Downloading Annual Report and Invitation to the Shareholders’ Meeting The Stock Exchange of Thailand through Thailand Securities Depository Company Limited as the securities registrar has developed the system for listed companies to submit their annual report in electronic through QR Code for shareholders to access the information easily and conveniently and to reduce nature resources. The shareholder can download the information through QR Code (Enclosure 1) according to the following steps: For IOS Option 1 1. Turn on camera on mobile phone and scan QR Code on the document 2. The screen will appear “Notification” and then press the “Notification” to access the information of the meeting Option 2 1. Open LINE application 2. Select “Add Friend” → Select “QR Code” → Scan QR Code on the document

Remark: If it does not have the notification on mobile phone, the shareholder can scan QR Code from other applications such as QR CODE READER and Facebook etc. 3. It will have “Notification” appears on the screen. press the “Notification” to access the information of the meeting For Android 1. Open application “QR CODE READER” or if the application has not been downloaded yet, it can download at Play Store. Open QR Code Reader which will be camera screen as usual and then scan QR Code on the document. The URL of the document will appear and then press OK or Open to access the information of the meeting

2. Access through LINE application Select “Add Friend” → Select “QR Code” → Scan “QR Code” same as IOS

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Duty Enclosure 9 Stamp 20 Baht Proxy Form C (For foreign shareholders who have custodians in Thailand only) ......

Made at...... Date ...... Month ...... Year......

1. I/We...... Nationality......

Residing at No...... Road...... Sub District...... District ...... Province ...... Post Code...... As a custodian of (Please specify the fund name/shareholder name).………………………………...... …………… As a Shareholder of Thonburi Healthcare Group Public Company Holding the Ordinary share in amount of ...... shares, and eligible for...... votes 2. Hereby appoint

(1) Name...... Age ...... Year Residing at No...... Road ...... Sub District ...... District ...... Province...... Post Code...... or (2) Name...... Age ...... Year Residing at No...... Road ...... Sub District ...... District ...... Province...... Post Code...... or (3) Name...... Age ...... Year Residing at No...... Road ...... Sub District ...... District ...... Province...... Post Code...... or (4) Assign a proxy to the Independent Director Dr. Vikrom Koompairochan Age 73 Years Residing at No. 34/1 Road Itsaraparp Sub District Ban Chang Lo . District Bangkok Noi Province Bangkok Post Code 10700 or (5) Assign a proxy to the Independent Director Mrs.Kannika Ngamsophee Age 63 Years Residing at No. 34/1 Road Itsaraparp Sub District Ban Chang Lo . District Bangkok Noi Province Bangkok Post Code 10700 . Just only one as my/our proxy to attend and vote on my/our behalf at the 2020 Annual General Meeting of Shareholders on 24 April, 2020 at 14.00 hrs. at Nantha Uthayarn Samosorn (Opposite Thonburi Hospital) no. 64 Soi Itsaraparp 44, Ban Chang Lo, Bangkok Noi Bangkok 10700 or on such other date and at such other place as may be adjourned or changed. 3. I/We here authorize the Proxy holder to attend the meeting and vote on my /our behalf in this meeting as follows: To authorize the Proxy to cast the votes pursuant to the total number of shares To authorize the Proxy to cast the votes less than the total number of shares Ordinary share...... shares, and is entitled to cast...... votes

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4. I/We here authorize the Proxy to vote on my /our behalf in this meeting as follows: Agenda 1 Matters for acknowledgement - This agenda is for acknowledge and does not require the voting - Agenda 2 To consider and acknowledge the operating results for the year 2019 - This agenda is for acknowledge and does not require the voting – Agenda 3 To approve the financial statements for the year 2019, ending on December 31, 2019 (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain Agenda 4 To approve appropriation of net profit as legal reserve and dividend payment for the year 2019 (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain Agenda 5 To agree the appointment of auditors and audit fee for the fiscal year ending December 31, 2020 (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain Agenda 6 To consider and approve the appointment of directors in replacement of those who retire by rotation (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain The election and appointment of individual director(s) as follows: (1) Dr. Vikrom Koompirochana Approve Not approve Abstain (2) Dr. Eugene D.M.B. Kroon Approve Not approve Abstain (3) Dr. Kajorn Thanapase Approve Not approve Abstain (4) Mr. Sita Meksawan Approve Not approve Abstain

Agenda 7 To consider and approve the determination of remuneration of the Board of Directors and the subcommittee (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate. (B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

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Agenda 8 To approve the amendments to the company’s objectives and the company’s memorandum of association (Clause 3) (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate. (B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

Agenda 9 Other mattes (If any) (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate. (B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

5. Voting of proxy holder in any agenda that is not in accordance with this proxy shall be considered as invalid and not my/our voting as a shareholder. 6. In case I/We have not indicated my/our voting intention in any agenda or my intention is not clear or in case the meeting considers or passes resolutions in any matters apart from those agenda specified above, including the case that there is any amendment or additional facts be given, the proxy holder shall have the right to consider and vote on my/our behalf as deem appropriate.

Any act (s) undertaken by the proxy at such meeting, unless the proxy holder does not vote as I/we specified herein, shall be deemed as my/our own act (s) in every respects.

Signed ...... Grantor Signed ...... Proxy (...... ) (...... )

Remarks 1. Only foreign shareholders as registered in the registration book who authorize the Custodian in Thailand use the Proxy Form C.

2. Evidences to be enclosed with the proxy form are: (1) Letter of attorney from shareholder authorizes a custodian to sign the Proxy Form on behalf of the shareholder (2) Letter of certification to certify that the signer in the Proxy Form have a permit to act as a Custodian 3. The shareholder assigning a proxy can authorize only one proxy to attend the meeting and cast the vote on his/her/their behalf and all votes of a shareholder cannot be spit for more than one proxy. 4. In agenda regarding the appointment of directors, the voting can be either for all the nominated candidates as a whole or voting for each nominated candidate. 5. In case there is any further agenda apart from specified above brought into consideration in the meeting, the proxy holder may use the Annex to the Proxy Form C as attached.

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Annex to Proxy (Form C)

Granting of a proxy as a shareholder of Thonburi Healthcare Group Public Company Limited.

At the 2020 Annual General Meeting of Shareholders on 24 April, 2020 at 14.00 hrs. at Nantha Uthayarn Samosorn (Opposite Thonburi Hospital) no. 64 Soi Itsaraparp 44, Ban Chang Lo, Bangkok Noi Bangkok 10700 or the any adjournment thereof to any other date, time and venue.

------

Agenda...... Subject ...... (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate. (B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

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Duty Stamp Proxy Form B 20 Baht (Explicit Form) ......

Made at...... Date ...... Month...... Year......

1. I/We...... Nationality...... Residing at No...... Road...... Sub District...... District...... Province...... Post Code......

As a Shareholder of Thonburi Healthcare Group Public Company Holding the Ordinary share in amount of...... shares, and eligible for ...... votes

2. Hereby appoint (1) Name...... Age ...... Year Residing at No...... Road ...... Sub District ...... District ...... Province...... Post Code...... or (2) Name...... Age ...... Year Residing at No...... Road ...... Sub District ...... District ...... Province...... Post Code...... or (3) Name...... Age ...... Year Residing at No...... Road ...... Sub District ...... District ...... Province...... Post Code...... or

(4) Assign a proxy to the Independent Director Dr. Vikrom Koompairochan Age 73 Years Residing at No. 34/1 Road Itsaraparp Sub District Ban Chang Lo . District Bangkok Noi Province Bangkok Post Code 10700 or

(5) Assign a proxy to the Independent Director Mrs.Kannika Ngamsophee Age 63 Years Residing at No. 34/1 Road Itsaraparp Sub District Ban Chang Lo . District Bangkok Noi Province Bangkok Post Code 10700 .

Just only one as my/our proxy to attend and vote on my/our behalf at the 2020 Annual General Meeting of Shareholders on 24 April, 2020 at 14.00 hrs. at Nantha Uthayarn Samosorn (Opposite Thonburi Hospital) no. 64 Soi Itsaraparp 44, Ban Chang Lo, Bangkok Noi Bangkok 10700 or on such other date and at such other place as may be adjourned or changed. 3. I/We here authorize the Proxy to vote on my /our behalf in this meeting as follows:

Agenda 1 Matters for acknowledgement - This agenda is for acknowledge and does not require the voting –

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Agenda 2 To consider and acknowledge the operating results for the year 2019

- This agenda is for acknowledge and does not require the voting –

Agenda 3 To approve the financial statements for the year 2019, ending on December 31, 2019

(A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain

Agenda 4 To approve appropriation of net profit as legal reserve and dividend payment for the year 2019

(A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain

Agenda 5 To agree the appointment of auditors and audit fee for the fiscal year ending December 31, 2020

(A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain

Agenda 6 To consider and approve the appointment of directors in replacement of those who retire by rotation

(A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain

The election and appointment of individual director(s) as follows: (1) Dr. Vikrom Koompirochana Approve Not approve Abstain (2) Dr. Eugene D.M.B. Kroon Approve Not approve Abstain

(3) Dr. Kajorn Thanapase Approve Not approve Abstain (4) Mr. Sita Meksawan Approve Not approve Abstain

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Agenda 7 To consider and approve the determination of remuneration of the Board of Directors and the subcommittee

(A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain

Agenda 8 To approve the amendments to the company’s objectives and the company’s memorandum of association (Clause 3)

(A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain

Agenda 9 Other mattes (If any)

(A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain

4. Voting of proxy holder in any agenda that is not in accordance with this proxy shall be considered as invalid and not my/our voting as a shareholder. 5. In case I/We have not indicated my/our voting intention in any agenda or my intention is not clear or in case the meeting considers or passes resolutions in any matters apart from those agenda specified above, including the case that there is any amendment or additional facts be given, the proxy holder shall have the right to consider and vote on my/our behalf as deem appropriate.

Any act (s) undertaken by the proxy at such meeting, unless the proxy holder does not vote as I/we specified herein, shall be deemed as my/our own act (s) in every respect.

Signed ...... Grantor Signed ...... Proxy

( ) ( )

Remarks 1. A shareholder shall appoint only one proxy holder to attend and vote at the meeting. A shareholder may not split shares and appoint more than one proxy holder in order to split votes. 2. In agenda regarding the appointment of directors, the voting can be either for all the nominated candidates as a whole or voting for each nominated candidate. 3. In case there is any further agenda apart from specified above brought into consideration in the meeting, the proxy holder may use the Annex to the proxy from B as attached.

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Annex to Proxy (Form B)

Granting of a proxy as a shareholder of Thonburi Healthcare Group Public Company Limited.

Agenda...... Subject ...... (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain Agenda...... Subject ...... (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain Agenda...... Subject ...... (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain Agenda...... Subject ...... (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain Agenda...... Subject ...... (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows:

Approve Not approve Abstain

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Duty

PROXY FORM A Stamp 20 Baht Made at...... Date ...... Month...... Year......

1. I/We...... Nationality......

Residing at No...... Road...... Sub District...... District...... Province...... Post Code......

As a Shareholder of Thonburi Healthcare Group Public Company

2. As a Shareholders of Thonburi Healthcare Group PCL.

Holding the Ordinary share in amount of ...... shares, and is entitled to cast...... votes

3. Hereby appoint (May grant proxy to the Company’s Independent Director of which details as shown in Enclosure 4) (1) Name...... Age ...... Year Residing at No...... Road ...... Sub District ...... District ...... Province...... Post Code...... or (2) Name...... Age ...... Year Residing at No...... Road ...... Sub District ...... District ...... Province...... Post Code...... or (3) Assign a proxy to the Independent Director Dr. Vikrom Koompairochan Age 73 Years Residing at No. 34/1 Road Itsaraparp Sub District Ban Chang Lo . District Bangkok Noi Province Bangkok Post Code 10700 or

(4) Assign a proxy to the Independent Director Mrs. Kannika Ngamsophee Age 63 Years Residing at No. 34/1 Road Itsaraparp Sub District Baan Chang Lo . District Bangkok Noi Province Bangkok Post Code 10700 … .

Just only one as my/our proxy to attend and vote on my/our behalf at the 2020 Annual General Meeting of Shareholders on 24 April, 2020 at 14.00 hrs. at Nantha Uthayan Samosorn (Opposite Thonburi Hospital) no. 64 Soi Itsaraparp 44, Ban Chang Lo, Bangkok Noi Bangkok 10700 or on such other date and at such other place as may be adjourned or changed.

Signed ...... Grantor Signed ...... Proxy ( ) ( )

Remarks: 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.

Invitation to the 2020 Annual General Meeting of Shareholders Page 38 | 38

Guidelines for attending the 2020 Annual General Meeting of Shareholders regarding the outbreak of the New Coronavirus 2019 (COVID-19)

The Ministry of Public Health has announced that the New Coronavirus 2019 or COVID-19 as the dangerous communicable disease under the Communicable Diseases Act. THG has concern over such situation and would like to inform the following guidelines for attending the 2020 Annual General Meeting of Shareholders in accordance with measures issued by the Stock Exchange of Thailand:

1. Since the AGM is a gathering of people which increases risk of spreading COVID-19, THG recommends all shareholders to consider appointing independent director as their proxies in attending the AGM on their behalves, particularly those shareholders who are in high-risk situation such as having recently traveled to/from any high-risk countries or showing any respiratory symptoms or having close contact with high-risk person. 2. THG will set-up a preliminary screening point in front of the AGM meeting room. If you have fever, cough, shortness of breath and breathing difficulties, please appoint independent director as their proxies in attending the AGM on their behalves and THG recommends you to get further testing at a hospital according to guidelines by the Ministry of Public Health. 3. We ask that shareholders attending the meeting shall comply with hygiene principles such as frequent handwashing with soap or alcohol gel and wearing a face mask in order to reduce risk of spreading diseases. THG is experiencing shortage of face masks. Therefore, please bring your own face mask. 4. Shareholders may consider profile of independent directors who shall act as proxies and complete any form of the attached proxies, together with a copy of unexpired official identification document such as national identification card, governmental official identification card or certified true copy of passport, and send them to the Company via business reply mail (without stamp) attached to this invitation letter. 5. THG has provided a channel to shareholder for submitting any questions relating to the meeting in advance and prior to 31 March 2020 and published the required procedures on the Company’s website https://www.thg.co.th/th/investor-relations/shareholders-meeting. The Company shall select appropriate questions to which the Company shall response in the AGM and record them under the minutes of the meeting. 6. Shareholders may watch video clip recording the meeting on https://www.thg.co.th/th/investor- relations/downloads/webcast-presentations within 7 days after the meeting and review the minutes of the meeting on https://www.thg.co.th/th/investor-relations/shareholders-meeting?year=2020 within 14 days after the meeting.

Please be informed accordingly and kindly cooperate for strict compliance with the above guidelines.