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

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Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Thonburi Healthcare Group Public Company Limited Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Thonburi 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, Bang Phlat District, Bangkok 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 Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Page 1 | 13 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. Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Page 2 | 13 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: Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Page 3 | 13 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 Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Page 4 | 13 PLE, a public company listed on the Stock Exchange of Thailand, 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; Minutes of Extraordinary General Meeting of Shareholders No. 1/2017 Page 5 | 13 • Anti-aging center; • IVF center; and • Dental clinic etc.
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