Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Healthcare Group Public Company Limited

The meeting was held on Monday, 4 September 2017 at 2.00 p.m. at Amarin Hall, S.D. Avenue Hotel, 94 Borommarat Chachonnani Road, Bang Bamru Sub-district, , 10700.

Quorum Ms. Suwadee Puntpanich, the Company Secretary informed that, at the Extraordinary General Meeting of Shareholders No. 1/2017 of Thonburi Healthcare Group Public Company Limited (the “Company”), there were 161 shareholders present in person, holding in aggregate of 90,252,883 shares, and 76 shareholders by proxies, holding in aggregate of 316,795,424 shares. As such, there was a total of 237 shareholders holding in aggregate of 407,048,307 shares or representing 53.2730% of the Company’s total paid-up shares of 764,080,000 shares. The quorum was thus constituted in accordance with the Articles of Association of the Company which required that a minimum of 25 shareholders or half of the total number of shareholders, holding no less than one- third of the total paid-up shares in aggregate. Thereafter, the Company Secretary presented map and indicated fire exits of the hotel to all those attending the meeting for their safety in case of fire incident or alarm signal. The following directors and executives present were then introduced to the meeting.

Member of the board of directors present

1. Dr. Boon Vanasin Chairman of the Board of Directors 2. Dr. Tanatip Suppradit Vice Chairman of the Board of Directors and Chairman of the Executive Committee 3. Mrs. Kannika Ngamsopee Member of the Audit Committee and Independent Director 4. Dr. Vikrom Koompirochana Independent Director 5. Mr. Chalermkul Apibunyopas Member of the Risk Management Committee, Member of the Executive Committee and Director 6. Dr. Linda Kraivit Member of the Nomination and Remuneration Committee, Member of the Risk Management Committee and Independent Director

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7. Mr. Timothy Eman Lertsmitivana Member of the Nomination and Remuneration Committee and Independent Director 8. Dr. Eugene D.M.B. Kroon Independent Director 9. Dr. Aasis Unnanuntana Director and Member of the Executive Director 10. Ms. Nalin Vanasin Director

Member of the board of directors absent

1. Mr. Somchai Kuvijitsuwan Chairman of the Audit Committee and Independent Director 2. Asst. Prof. Dr. Visit Vamvanit Chairman of the Risk Management Committee and Independent Director 3. Mr. Virachai Srikajon Chairman of the Nomination and Remuneration Committee, Member of the Audit Committee and Independent Director 4. Mr. Sita Meksawan Director 5. Dr. Kajorn Thanapase Director

Management present 1. Ms. Anchalee Chavalitjareetham Accounting Director 2. Ms. Surawee Chaithumrongkool Chief Financial Officer (CFO) 3. Ms. Suwadee Puntpanich Company Secretary 4. Mr. Chanmanu Sumawong Legal Advisor 5. Mr. John LEE Kohshun Chief Executive Officer, Premier Home Health Care Co., Ltd. 6. Dr. Sudhichai Chokekijchai Managing Director, Thonburi Hospital 7. Ms. Thipawon Rujirojpiphattana Accounting and Finance Director, Thonburi Hospital 8. Dr. Vachiraboon Sastararuji Accounting and Finance Director, Thonburi Hospital 9. Ms. Vorada Thangsurbkul Financial Advisor, SCB 10. Mr. Theppachol Kosol Legal Advisor, Baker & McKenzie Ltd. 11. Ms. Patamabhorn Damrongsoontornchai Legal Advisor, Baker & McKenzie Ltd.

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12. Ms. Panlapa Chai-a-ya Legal Advisor, Baker & McKenzie Ltd.

Prior to commencement of the meeting, the Company Secretary invited those attending the meeting to watch video presentation on “Conditions and methods of registration, giving proxy, and voting”. Then, the Company Secretary invited the Chairman to start the meeting. Preliminary Proceedings Dr. Boon Vanasin, the Chairman of the Board of Directors, acted as chairman of the meeting (the “Chairman”). The Chairman declared the meeting duly convened to consider the below agenda.

Agenda 1 Matters for acknowledgement None

Agenda 2 To certify minutes of the Annual General Meeting of Shareholders held on 21 April 2017 The Chairman stated to the meeting that the minutes of the Annual General Meeting of Shareholders held on 21 April 2017 was complete and accurately recorded and, therefore, proposed the meeting to certify such minutes. The minutes had been sent to shareholders together with the notice to this shareholders’ meeting (details are as set out in supporting document for Agenda 2).

The Chairman asked the meeting if there was any comments or questions. There were no additional questions or comments from the meeting. Resolution of the directors The minutes of the 2017 Annual General Meeting of Shareholders held on 21 April 2016 was accurately and completely recorded. Therefore, it was appropriate to propose to the shareholders’ meeting for consideration. The Chairman proposed the shareholders’ meeting to vote for this agenda. This agenda requires the resolution of the shareholders’ meeting approving the agenda with majority votes of the total number of shareholders and proxies attending the meeting and casting the votes. Resolution After due consideration, the meeting resolved to certify the minutes of the Annual General Meeting of Shareholders held on 21 April 2017 with unanimous votes, , with the following votes:

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Number of votes Percentage of the total shares held by shareholders Resolution (shares) who attended the meeting and cast their votes Approved 412,339,602 100.0000 Disapproved 0 0.0000 Abstained 0 0.0000 Total 412,339,602 100.0000 Void ballots 0 0.0000

Agenda 3 To consider and approve investment in Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road) including entry into relevant agreements and development of the project The Chairman assigned Dr. Tanatip Suppradit, the Vice Chairman of the Board of Directors and the Chairman of the Executive Committee to present the following details of the project to the meeting. The meeting of the board of directors no. 4/2017 held on 26 July 2017 resolved to approve the Company to enter into Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road) including the entry into Memorandum of Understanding (MOU), share pledge agreement, and other definitive agreements between the Company or its designated person and Power Line Engineering Public Company Limited (“PLE”), including giving relevant authorization for developing the project. The total value of the project is Baht 2,100 million. The project will use Soho Building (formerly known as Bobe Center and Bumrungmuang Plaza), which is a building completely constructed, located in area leased out by the Thai Red Cross Society, as Rehabilitation Center Hospital. Hence, the time required for developing the project is shorter than the other projects, which would be beneficial to the Company. History and details of the project are as follows: 1. Ownership in Soho Building and the land in which Soho Building is located belongs to the Thai Red Cross Society. The Thai Red Cross Society registered the leasehold right to Bumrungmuamg Plaza Company Limited (“BMP”) for a lease period of 30 years, commencing from 1 March 2007 to 28 February 2037. BMP is a contractor for construction of the building where construction permit was applied for in the name of the Thai Red Cross Society as the applicant. The Thai Red Cross Society shall immediately possess ownership in the building and any structure. At present, BMP has 23,261,767 ordinary shares, whereby

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PLE, a public company listed on the Stock Exchange of , holds 23,261,148 ordinary shares in BMP, accounting for 99.997% of the total number of BMP shares. Hence, BMP is a subsidiary of PLE. 2. Type of investment in the project can be summarized as follows: 2.1) Share Transaction the Company will purchase BMP’s shares from PLE and the existing shareholders of BMP in the amount of 23,261,166 shares, representing 99.99%. Thai Red Cross expects to receive the approval within 31 October 2017 or 2.2) Asset Transaction the Company will receive the right of lease in SoHo building (Bamrung Mueang Plaza) and moveable assets which will be used for the services such as air-conditioner system, escalator system from BMP. Thai Red Cross expects to receive the approval within 30 December 2017. The transaction must be considered and approved by 4 subcommittees.

The leasehold right in Soho Building (Bumrungmuang Plaza) and moveable assets used for provision of service shall be transferred to the Company from BMP (Asset Transaction) as a preferred option. If the purchase of BMP shares from PLE and other shareholders of BMP (Share Transaction) is not completed within 31 October 2017, the Company and PLE are obligated to proceed with the Asset Transaction and the closing for such Asset Transaction shall occur within 30 December 2017. Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road) is located on No. 611, Bumrungmuang Road, Khlong Mahanak Sub-District, Pom Prap Sattru Phai District, Bangkok 10100, which is a good location, convenient for transportation. The building has 11 levels from ground and 5 levels underground with 800 car parking spaces. The aggregate building area is approximately 80,000 square meters. The building will be operated as full-service healthcare center which responds to needs of existing target customer group of Thonburi Hospital and nearby hospitals, including Thai and foreign customers, demanding for care after hospital treatment. There will be approximately 45 treatment rooms, 180 recovery rooms, and other service centers such as (the management team may later change type of service centers in order to match the project feasibility): • Wellness and checkup center; • Rehabilitation center; • GI center;

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• Anti-aging center; • IVF center; and • Dental clinic etc.

The building area shall consist of drug store, medical equipment store, which are collectively called Medical Plaza, and leased area for other services such as supermarket, restaurants, commercial banks, and facilities for service users, to attract customers to use services of the project. The project value is Baht 2,100 million (such amount does not include the approximated amount of Baht 1,000 million invested for improvement of the Rehabilitation Center Building. The investment amount may be subject to changes at a later stage by the management team in order to match type of service provided and project return). Investment in purchase/assignment of leasehold right in the building of the project in the value of Baht 2,100 million. The meeting of the board of directors of the Company no. 4/2017 has considered feasibility study and investment analysis in the Thonburi Rehabilitation Center (Bumrungmuang Road), including results of account, finance, legal and tax due diligence. In respect of the project valuation in the amount of Baht 2,100 million, the Company has engaged two appraisers, who appraise capital market transactions and are under the list of appraisers certified by the Securities and Exchange Commission, to value assets of BMP and has received the appraisal report to support the decision making by the board of directors. As follows : Name of Appraiser Appraisal Date Value (Baht) Agency for Real Estate for Affairs Company Limited 3 July 2017 2,400,000,000 Fast and Fair Valuation Company Limited 12 June 2017 2,707,507,000

The meeting of the board of directors of the Company no. 5/2017 held on 10 August 2017 resolved to propose to the shareholders’ meeting for approval of the investment in the Thonburi Rehabilitation Center Hospital (Bumrungmuang Road), including the entry into memorandum of understanding, agreement and other conducts related to the project. If the purchase of BMP shares from PLE and other shareholders of BMP (Share Transaction) is not completed by 31 October 2017, the Company and PLE shall be obliged to complete the Asset Transaction and closing of the Asset Transaction shall occur within 30 December 2017. The Asset Transaction includes assignment of leasehold right in Soho Building (Bumrungmuang Plaza) and moveable assets used for service from

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BMP as preferred option. The details of which are as set out under information memorandum relating to Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road) (Enclosure 2), which has been sent to the shareholders in advance for consideration.

Timeline for Development of the Project

Share Purchase Transaction / Transfer of Leasehold Right and Project Development

The Chairman added that the Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road) will be a large-size full service healthcare center and hospital with fully- equipped and up-to-date medical equipment, which will reduce expenses for patients who require aftercare in the hospital for a long period of time. The key features of the project are: • Soho Building is a completely constructed and renovation of the building may take only 8 – 9 months before it can be opened for operation. In a normal circumstance, if the Company wishes to construct a new hospital, the timing required for design, construction, and decoration is around 7 years in total before operation and revenue generation. • It is located in a good location, convenient for transportation, and is not far away from major hospitals such as Ramathibodi Hospital, Siriraj Hospital, and Chulalongkorn

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Hospital. Therefore, it will be easy to recruit doctors as it would be convenient for them to travel to work.

To facilitate any act required for Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road), it was proposed that the meeting grants Mr. Boon Vanasin, Mr. Tanatip Suppradit, and any person authorized by the authorized director(s), the authority to perform any act necessary, required, and relating to Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road), including but not limited to: 1. To perform any act necessary and relating to Share Transaction and/or Asset Transaction; 2. To negotiate, determine details, conditions and terms, sign, certify, amend, change and modify any documents and/or agreements necessary and relating to Asset Transaction and/or Share Transaction including MOU, share pledge agreement, definitive agreements, and any other related documents, including to perform any act necessary and required for such matter on behalf of the Company until completion; 3. To contact authorities, provide statements to authorities, sign any documents relating to the Thai Red Cross Society the Office of the Securities and Exchange Commission, Land Department, Ministry of Commerce, government agencies, state enterprise, juristic persons or individuals, including to perform, on behalf of the Company, any act necessary and required in respect of Asset Transaction or Share Transaction until completion; 4. To perform, on behalf of the Company, any act required, necessary and relating to Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road) until completion.

The Chairman asked the meeting if there was any comments or questions. Khun Sutee Jitratanajinda, shareholder, asked if the project value of Baht 2,100 million was appropriate since the book value of the leasehold right under the financial statements of BMP is only Baht 1,242 million and BMP continuously incurred losses in the past. The Chairman clarified that, at present, PLE has not fully utilized building area of Soho Building, whereas the budget required for constructing a new building with same building area would be over Baht 3,000 million. The Company also had engaged two asset appraisers, who appraise capital market transactions and are under the list of appraisers certified by the Securities and Exchange Commission. The valuation reports indicated that market value of BMP’s assets was Baht 2,400 million and Baht 2,707.5 million, for which both values were higher than Baht 2,100 million. Khun Worada Tungsubkul, the financial advisor from The Siam Commercial Bank Public Company Limited

Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Page 8 | 13 added that an asset sale and purchase transaction usually applies market value rather than book value as referenced price.

Khun Paranee Supasinsathit, shareholder, asked for payback period of the project. The Company’s finance department responded that it would take approximately 5.5 years.

Khun Yaowarate Tabpan, proxy, asked whether the Company plans to renew the lease with the Thai Red Cross Society after the completion of 20-year lease term. The Chairman explained that upon being granted the leasehold right, the Company will extend the lease term to 30 years. Based on preliminary discussion with representative of the Thai Red Cross Society, the Thai Red Cross Society welcomes the idea of lease extension and agrees to the conversion of Soho Building from existing commercial building to rehabilitation hotel.

Khun Wisarut Sithisarn, proxy, asked about source of financing of this project. The Chairman explained that the sources of financing are from loan from financial institutions and partially from IPO proceeds.

There were no additional questions or comments from the meeting.

Resolution of the directors It was appropriate to propose to the shareholders’ meeting for consideration and approval on investment in Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road) including the entry into agreements, memorandum of understanding, and other acts in relation to the project, including granting authorization to designated persons. The Share Transaction is considered a purchase of business or transfer of ownership in private limited company to the Company according to Section 107(2)(kor) of the Public Limited Company Act B.E. 2535 (as amended) (the “Public Limited Company Act”) under which requires that a purchase of business or transfer of ownership in private limited company to the Company must obtain approved votes from shareholders’ meeting of no less than three- fourths of the total shareholders attending the meeting and casting the votes. Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road) is a large-size project. Whether it would be Share Transaction or Asset Transaction, the project must be approved by the shareholders’ meeting. Resolutions After due consideration, the meeting resolved to approve the investment in Thonburi Health Rehabilitation Center Hospital Project (Bamrungmuang Road), including the

Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Page 9 | 13 entry into agreements, memorandum of understanding, and other acts in relation to the project, including granting authorization to designated persons, with the following votes:

Number of votes Percentage of the total shares held by shareholders Resolution (shares) who attended the meeting and cast their votes Approved 411,071,803 98.0764 Disapproved 4,089,262 0.9756 Abstained 3,973,180 0.9480 Total 0 0.0000 Void ballots 419,134,245 100.0000

Agenda 4 To consider and approve the change signing authority to bind the Company

To facilitate and provide flexibility to the Company’s operations, the meeting to consider and approve the signing authority to bind the Company as below : Existing Authorized Directors Proposed New Authorized Directors Mr. Boon Vanasin or Mr. Sita Meksawan to Any two of Mr. Boon Vanasin or Mr. Sita jointly sign with Mr. Chalermkul Apibunyopas Meksawan or Mr. Chalermkul Apibunyopas or or Mr. Tanatip Suppradit as two directors Mr. Tanatip Suppradit jointly sign together with together with the Company’s seal affixed the Company’s seal affixed

In addition, to ensure that the registration of the change signing authority to bind the Company will have flexibility, it has resolved to propose to the meeting to consider and approve the authorized directors to bind the Company including the persons authorized by the authorized directors to bind the Company to act as the representative to sign applications or other documents relating to the registration of the change of the Company’s Articles of Association and the filing for registration of the change of the Company’s Articles of Association with Department of Business Development, Ministry of Commerce, the amendment or change of applications or contexts of such documents relating to the change of the Company’s Articles of Association which will be submitted to Department of Business Development, Ministry of Commerce including to have the authorization to take any actions which it deems necessary and relating to such proceeding as appropriate and in order to comply with laws, regulations and interpretations of relevant government bodies including to comply with recommendations or orders of the registrar or authorities.

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The Chairman asked the meeting if there was any comments or questions. There were no additional questions or comments from the meeting. Resolution of the directors It was appropriate to propose to the shareholders’ meeting for consideration and approval to change signing authority to bind the Company including to have the authorization to take any actions. The Chairman proposed the shareholders’ meeting to vote for this agenda. This agenda requires the resolution of the shareholders’ meeting approving the agenda with majority votes of the total number of shareholders and proxies attending the meeting and casting the votes. Resolution After due consideration, the meeting resolved to approve the change signing authority to bind the Company, with the following votes:

Number of votes Percentage of the total shares held by shareholders Resolution (shares) who attended the meeting and cast their votes Approved 419,742,295 99.9946 Disapproved 22,730 0.0054 Abstained 0 0.0000 Total 419,765,025 100.0000 Void ballots 0 -

Agenda 5 To consider approve the amendment to Clause 25 of the Company’s Articles of Association.

The Company’s Articles of Association does not authorize the Board of Directors of the Company to determine the names of authorized directors to bind the Company, it deems appropriate to propose to the shareholders’ meeting to consider and approve Section 25 of the Company Articles of Association as follows:

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Existing Company’s Articles of Association New Company’s Articles of Association Section 25 the Board of Directors is responsible to Section 25 the Board of Directors is responsible to manage the businesses of the Company and authorizes manage the businesses of the Company and to take any actions under the laws, objectives and authorizes to take any actions under the laws, Articles of Association of the Company and shareholders’ objectives and Articles of Association of the Company resolution and has the power to take any actions as set and shareholders’ resolution and has the power to out in the Memorandum of Association or relating to such take any actions as set out in the Memorandum of matter. Association or relating to such matter. The authorized directors to bind the Company are two directors jointly sign together with the Company’s seal affixed. The Board of Directors is authorized to determine the names of directors who can sign to bind the Company together with the Company’s seal affixed.

In addition, to ensure that the registration of the change of the Company’s Articles of Association will have flexibility, it has resolved to propose to the meeting to consider and approve the authorized directors to bind the Company including the persons authorized by the authorized directors to bind the Company to act as the representative to sign applications or other documents relating to the registration of the change of the Company’s Articles of Association and the filing for registration of the change of the Company’s Articles of Association with Department of Business Development, Ministry of Commerce, the amendment or change of applications or contexts of such documents relating to the change of the Company’s Articles of Association which will be submitted to Department of Business Development, Ministry of Commerce including to have the authorization to take any actions which it deems necessary and relating to such proceeding as appropriate and in order to comply with laws, regulations and interpretations of relevant government bodies including to comply with recommendations or orders of the registrar or authorities. The Chairman asked the meeting if there was any comments or questions. There were no additional questions or comments from the meeting.

Resolution of the directors It was appropriate to propose to the shareholders’ meeting for consideration and approval the amendment to Clause 25 of the Company’s Articles of Association. Including to have the authorization.

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The Chairman proposed the meeting to vote. The required votes for this agenda is no less than three-fourths of the total shareholders attending the meeting and casting the votes.

Resolution: After due consideration, approved the signing authority to bind the Company as appeared in the Affidavit and the amendment to Clause 25 of the Company’s Articles of Association, with the following votes:

Number of votes Percentage of the total shares held by shareholders Resolution (shares) who attended the meeting and cast their votes Approved 419,765,025 100.0000 Disapproved 0 0.0000 Abstained 0 0.0000 Total 0 0.0000 Void ballots 419,765,025 100.0000

Agenda 6 To consider other matters (if any)

The Chairman thank you the shareholders for attending the meeting The Chairman declared the meeting adjourned.

The meeting adjourned at 3.10 PM.

Signed (Dr. Boon Vanasin) Chairman

Signed (Ms. Suwadee Puntpanich) Company Secretary

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