IMPORTANT NOTICE

NOT FOR DISTRIBUTION IN THE UNITED STATES

Important: You must read the following before continuing. The following applies to the Offering Circular following this page (the “Offering Circular”) and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE FINAL TERMS AND CONDITIONS OF THE SECURITIES AND THE INFORMATION CONTAINED IN A FINAL OFFERING CIRCULAR THAT WILL BE DISTRIBUTED TO YOU ON OR PRIOR TO THE CLOSING DATE AND NOT ON THE BASIS OF THE ATTACHED OFFERING CIRCULAR. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

Confirmation of the Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must not be located in the United States. This Offering Circular is being sent at your request and, by accepting the electronic mail and accessing this Offering Circular, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this electronic mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission.

You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular to any other person.

The materials relating to any offering of securities to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that such offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, such offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in the Offering Circular) in such jurisdiction.

This Offering Circular has been sent to you in electronic format. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Joint Lead Managers (as defined in the Offering Circular) nor any person who controls a Joint Lead Manager or any director, officer, employee or agent of any of the Joint Lead Managers or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers.

You are responsible for protecting against viruses and other destructive items. Your use of this electronic mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED (registered in the Kingdom of Thailand as a public company with limited liability)

Baht 10,000,000,000 U.S. Dollar Settled Zero Coupon Convertible Bonds due 2019 Issue Price: 100%

The Baht 10,000,000,000 U.S. Dollar settled zero coupon convertible bonds due 2019 (the “Bonds”) will be issued by Bangkok Dusit Medical Services Public Company Limited (the “Issuer” or the “Company”). Save as set out in Condition 7.5 of the “Terms and Conditions of the Bonds” the Bonds do not bear interest.

Unless previously redeemed, repurchased and cancelled, or converted, each Bond will be redeemed at an amount equal to the U.S. Dollar Equivalent (as defined in the “Terms and Conditions of the Bonds”) of 110.462% of their principal amount on 18 September 2019 (the “Maturity Date”). At any time after 18 March 2017 and prior to the Maturity Date, the Issuer may, subject to the satisfaction of certain conditions provided in the “Terms and Conditions of the Bonds”, redeem in whole but not in part, the Bonds at an amount per Bond equal to the U.S. Dollar Equivalent of their Early Redemption Amount (as defined in the “Terms and Conditions of the Bonds”), provided the closing price of the Shares (as defined below) on each of not less than 20 Trading Days in any of the 30 consecutive Trading Days ending on the day which falls not more than five days prior to the date upon which notice of such redemption is published, is at least 130.0% of the applicable Early Redemption Amount divided by the Conversion Ratio. At any time prior to the Maturity Date, the Issuer may, subject to the satisfaction of certain conditions provided in the “Terms and Conditions of the Bonds”, redeem in whole but not in part, the Bonds for the time being outstanding at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount provided that at least 90.0% in principal amount of the Bonds originally issued has already been converted, redeemed or repurchased and cancelled. All, but not part, of the Bonds may also be redeemed by the Issuer at any time at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount in the event of certain changes relating to taxation in Thailand, subject to the non-redemption option of each holder of the Bonds (each a “Bondholder”) after the exercise by the Issuer of its tax redemption option as described herein. Each Bondholder will have the right to require the Issuer to redeem all, but not some only, of such Bondholder’s Bonds on 18 September 2017 at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount. Each Bondholder will also have the right to require the Issuer to redeem in whole but not in part of such Bondholder’s Bonds at a redemption price equal to the U.S. Dollar Equivalent of their Early Redemption Amount upon occurrence of a Change of Control Event or a Delisting (each as defined in the “Terms and Conditions of the Bonds”). See “Terms and Conditions of the Bonds—Redemption, Purchase and Cancellation”.

The Bonds may be converted at any time on or after 29 October 2014 and prior to 8 September 2019, at the Issuer’s election, into ordinary shares of the Issuer that are capable of being registered in the name of non-Thai nationals or non-voting depository receipts (“NVDRs”) issued in respect thereof (the “Shares”, which shall include NVDRs if the context requires), which have par value of Baht 0.10 per share as of the date of this Offering Circular. The conversion price will initially be Baht 21.045 per Share, but will be subject to adjustment in the manner provided in the “Terms and Conditions of the Bonds”. The Issuer has the option of paying an amount of cash equal to the Cash Settlement Amount (as defined in the “Terms and Conditions of the Bonds”) to satisfy the Conversion Right in full or in part. See “Terms and Conditions of the Bonds—Conversion”. The Shares are currently listed on the Stock Exchange of Thailand (the “SET”) and an application will be made to list the Shares to be issued on conversion of the Bonds on the SET. On 10 September 2014, the closing price of the Shares on the SET was Baht 18.30 per Share. Investing in the Bonds involves certain risks. See “Risk Factors” beginning on page 13.

The Bonds are being offered only outside the United States in offshore transactions in compliance with Regulation S under the Securities Act of 1933 (the “Securities Act”). The Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. Unless they are so registered, the Bonds may be offered only in transactions that are exempt from or not subject to registration under the Securities Act or the securities laws of any other jurisdiction. For further details, see “Subscription and Sale”.

Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing of the Bonds. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Offering Circular. Admission of the Bonds to the official list of the SGX-ST is not to be taken as an indication of the merits of the Bonds or the Issuer or its subsidiaries. Investors are advised to read and understand the contents of this Offering Circular before investing. If in doubt, investors should consult their advisers.

The Bonds will be evidenced by a global certificate (the “Global Certificate”) in registered form, which will be registered in the name of a nominee of, and deposited with, a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their respective accountholders. Except in the limited circumstances set out in the Global Certificate, definitive certificates for the Bonds will not be issued in exchange for beneficial interests in the Global Certificate. See “Provisions Relating to the Bonds Represented by the Global Certificate”. It is expected that delivery of the Global Certificate will be made on or about 18 September 2014.

Joint Lead Managers

BofA Merrill Lynch Credit Suisse Phatra Securities Siam Commercial Bank

Offering Circular dated 10 September 2014. TABLE OF CONTENTS

Page

SUMMARY ...... 1

SUMMARY OF THE OFFERING...... 2

SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION ...... 7

RISK FACTORS ...... 13

MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE SHARES...... 30

TERMS AND CONDITIONS OF THE BONDS ...... 31

PROVISIONS RELATING TO THE BONDS REPRESENTED BY THE GLOBAL CERTIFICATE ...... 67

DESCRIPTION OF THE SHARES ...... 69

USE OF PROCEEDS ...... 74

EXCHANGE RATES ...... 75

DIVIDENDS ...... 76

CAPITALISATION AND INDEBTEDNESS ...... 77

THAI HEALTHCARE INDUSTRY...... 78

BUSINESS...... 82

PRINCIPAL SHAREHOLDERS ...... 107

MANAGEMENT ...... 108

RELATED PARTY TRANSACTIONS...... 117

THE THAI SECURITIES MARKET...... 120

THAI FOREIGN EXCHANGE REGULATIONS ...... 129

TAXATION ...... 130

SUBSCRIPTION AND SALE...... 133

GENERAL INFORMATION ...... 137

LEGAL MATTERS ...... 139

INDEX TO FINANCIAL STATEMENTS ...... F-1

—ii— NOTICE TO INVESTORS

This Offering Circular has been prepared by the Company solely for use in connection with the proposed offering of the Bonds. Delivery of this Offering Circular to any person other than prospective investors or any reproduction of this Offering Circular, in whole or in part, without the consent of the Company and Credit Suisse (Singapore) Limited, Merrill Lynch Far East Limited (together with Credit Suisse (Singapore) Limited, the “Subscribers”), Phatra Securities Public Limited Company and The Siam Commercial Bank Public Company Limited (together with the Subscribers, the “Joint Lead Managers”) is prohibited. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Company, the Joint Lead Managers, The Bank of New York Mellon, London Branch (the “Trustee”), the Agents (as defined in the “Terms and Conditions of the Bonds”) or their respective affiliates to subscribe for or purchase, any of the Bonds, and may not be used for the purpose of an offer to, or a solicitation by, any person in any jurisdiction in which such offer or invitation would be unlawful.

The distribution of this Offering Circular and the offering and sale of the Bonds in certain jurisdictions may be restricted by law. It may not be used for, or in connection with any offer to, or solicitation by, anyone in any jurisdiction in which it is unlawful to make such an offer or solicitation. The Company and the Joint Lead Managers require persons into whose possession this document may come, to inform themselves about and to observe such restrictions. No action is being taken in any jurisdiction to permit an offering of the Bonds to the general public or to permit the distribution of this Offering Circular in any jurisdiction where action would be required for such purposes. For a further description of certain restrictions on offers, sales, and transfers of the Bonds and the Shares, see “Subscription and Sale” and “Description of the Shares”.

The Company accepts responsibility for the information contained in this Offering Circular.

The Company, having made all reasonable enquiries and to the best of its knowledge, confirm that this document contains all information with respect to the Company, and the Company and its subsidiaries (collectively, the “Group”) and the Bonds which is material in the context of the issue and offering of the Bonds, that the information contained herein is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein have been reached after considering all relevant circumstances and are based on reasonable assumptions as of the date hereof, that there are no other facts, the omission of which would, in the context of the issue and offering of the Bonds, make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect and that all reasonable enquiries have been made by the Company to verify the accuracy of such information. The Company accepts responsibility accordingly.

This Offering Circular also includes statistical data provided by the Company and various third parties. This data is taken or derived from information published by industry sources and from the internal data of the Company. In each such case, the source is acknowledged in this Offering Circular, and where no source is acknowledged, it can be assumed that the information originates from the Company. The Company believes that the statistical data cited in this Offering Circular are useful in helping prospective investors understand the major trends in the markets in which the Company operates. However, none of the Company, the Joint Lead Managers, the Trustees or the Agents have independently verified these figures. None of the Company, the Joint Lead Managers, the Trustees or the Agents make any representation as to the correctness, accuracy or completeness of such data and accordingly prospective investors should not place undue reliance on the statistical data cited in this Offering Circular.

None of the Joint Lead Managers, the Trustee, the Agents or any of their respective affiliates has separately verified the information contained in this Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers, the Trustee, the Agents or any of their respective affiliates as to the accuracy or completeness of the information contained in this Offering Circular or any other information

— iii — supplied in connection with the Bonds or the Shares. Each person receiving this Offering Circular acknowledges that such person has not relied on the Joint Lead Managers, the Trustee, the Agents or on any person affiliated with the Joint Lead Managers, the Trustee or the Agents in connection with its investigation of the accuracy of such information or its investment decision and each such person must rely on its own examination of the Company and the merits and risks involved in investing in the Bonds.

No person is or has been authorised to give any information or to make any representation, other than those contained in this Offering Circular in connection with the offering of the Bonds and, if given or made, such information or representations not so contained must not be relied upon as having been authorised by the Company, the Joint Lead Managers, the Trustee, the Agents or their respective affiliates. No representation is given that the information contained in this Offering Circular is accurate as at any date other than the date on the front cover of this Offering Circular.

No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers, the Trustee, the Agents or their respective affiliates as to the accuracy or completeness of the information contained in this Offering Circular, or any other information provided by the Company in connection with the Bonds or their distribution. Nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation by the Joint Lead Managers, the Trustee, the Agents or their respective affiliates.

This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Company, the Joint Lead Managers, the Trustee, the Agents or their respective affiliates that any recipient of this Offering Circular should purchase any of the Bonds. Each investor contemplating purchasing the Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Company.

Any purchase or acquisition of the Bonds is in all respects conditional on the satisfaction of certain conditions set out in the Subscription Agreement (as defined herein) and the issue of the Bonds by the Company to the Subscribers pursuant to the Subscription Agreement. Any offer, invitation to offer, or agreement made in connection with the purchase or acquisition of the Bonds or pursuant to this Offering Circular shall (without liability or responsibility on the part of the Company or the Joint Lead Managers) lapse and cease to have any effect if (for any reason whatsoever) the Bonds are not issued by the Company to the Subscribers.

ENFORCEABILITY OF FOREIGN JUDGMENTS IN THAILAND

The Company is an entity organised under the laws of the Kingdom of Thailand. The majority of the Group’s directors and officers are residents of Thailand, and substantially all of the Company’s assets and such persons are or may be located in Thailand. As a result, it may be difficult for investors to effect service of process upon the Company or such persons outside of Thailand or to enforce judgments against the Company obtained in courts outside Thailand in Thai courts. Under Thai law, judgments entered by non-Thai courts are not enforceable in Thailand. The Company has been advised by its Thai counsel, Weerawong, Chinnavat & Peangpanor Ltd., that any judgment or order obtained in a court outside Thailand would not be enforced as such by the courts of Thailand, but such judgment or order in the discretion of a court in Thailand may be admitted as evidence of an obligation in new proceedings instituted in such court, which would consider the issue on the evidence before it.

CERTAIN DEFINED TERMS AND CONVENTIONS

As used in this Offering Circular, unless the context otherwise requires, the terms “we”, “us”, “our” and “Group” refer to Bangkok Dusit Medical Services Public Company Limited and its consolidated subsidiaries and the terms “the Issuer” and “the Company” refer to Bangkok Dusit Medical Services Public Company Limited.

—iv— In this Offering Circular, references to “US$”, “$” and “U.S. Dollars” are to United States dollars, the legal currency of the United States, references to “Baht”, “THB” and “Thai Baht” are to the legal currency of the Kingdom of Thailand and references to “S$” are to Singapore dollars, the legal currency of Singapore. Unless otherwise specified or the context otherwise requires, all references to “Thai” or “Thailand” are references to the Kingdom of Thailand. All references to the “Government” or “Thai government” herein are references to the Government of the Kingdom of Thailand. All references to “United States” or “U.S.” herein are references to the United States of America. Terms defined in the “Terms and Conditions of the Bonds” have the same meaning throughout the Offering Circular.

For the purposes of this Offering Circular, references to “structured beds” are to the maximum number of beds for which the infrastructure of the hospital allows; references to “registered beds” are to the maximum number of beds for which a hospital holds a license to operate; and references to “available beds” are to beds that are available for use. Unless otherwise indicated, all references to beds in this Offering Circular are to structured beds.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Exchange Rate Information

The Company publishes its consolidated financial statements in Baht. Solely for convenience, this Offering Circular contains translations of certain Baht amounts into U.S. Dollars at the exchange rate of Baht 32.448 = US$1.00, which was the weighted-average interbank exchange rate announced by the Bank of Thailand as at 30 June 2014. These translations should not be construed as representations that the Baht amounts represent such U.S. Dollar amounts or could be, or could have been, converted into U.S. Dollars at the rates indicated or at all. See “Exchange Rates” for further information regarding the rates of exchange between the Thai Baht and the U.S. Dollar.

Financial Information

This Offering Circular contains (i) the Company’s historical audited financial statements as at and for the years ended 31 December 2011, 2012 and 2013; and (ii) the Company’s historical unaudited but reviewed financial statements for the six months ended 30 June 2013 and 2014. These financial statements have been prepared in accordance with Thai Financial Reporting Standards (“TFRS”) which is aligned with, but not identical to, International Financial Reporting Standards (“IFRS”). Except as otherwise indicated or the context otherwise requires, financial information in this Offering Circular is presented on a consolidated basis and revenues are presented with eliminations for intra-company sales.

Pursuant to the change in accounting policy due to the adoption of Thai Accounting Standard 12 Income Taxes that became effective in 2013, the Company has restated the consolidated and separate financial statements for the year ended 31 December 2012. The financial information for the financial year ended 31 December 2011 that is presented in this Offering Circular has not been restated and may therefore not be comparable. See “Selected Consolidated Financial and Other Information — Cumulative Effect of the Change in Accounting Policies” for the amounts of adjustments affecting the financial statements of the Company for the years ended 31 December 2012 and 2013 due to the change in accounting policies.

Rounding

Rounding adjustments have been made in calculating some of the financial information included in this Offering Circular. As a result, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them.

—v— Non-GAAP Financial Measures

This Offering Circular includes certain of our non-GAAP financial measures, including EBIT, EBITDA, EBITDA margins and other related ratios, which are supplemental measures of the Company’s performance and liquidity that are not required by, or presented in accordance with, TFRS or IFRS and should not be considered as an alternative to net profits, revenue or any other performance measures derived in accordance with TFRS or IFRS or as an alternative to cash flow from operating activities or as a measure of liquidity. In addition, EBITDA, the EBITDA related ratios and the other operating measures are not standardised, hence a direct comparison between companies using such a term may not be possible.

FORWARD-LOOKING STATEMENTS

This Offering Circular includes forward-looking statements, including statements regarding the Company’s expectations and projections for future operating performance, business prospects, developments and business strategies. The words “believe”, “expect”, “anticipate”, “estimate”, “project” and similar words identify forward-looking statements. In addition, all statements other than statements of historical facts included in this Offering Circular are forward-looking statements. Statements in the Offering Circular as to the opinions, beliefs and intentions of the Company accurately reflect in all material respects the opinions, beliefs and intentions of the Company’s management as at the date of this Offering Circular, although the Company’s management can give no assurance that such opinions or beliefs will prove to be correct or that such intentions will not change. This Offering Circular discloses, under “Risk Factors” and elsewhere, important factors that could cause actual results to differ materially from the Company’s expectations. Such factors include, among other things:

• general economic, political, social, legal, and regulatory developments in Thailand and internationally;

• changes or volatility in interest rates, foreign exchange rates, equity prices or other rates or prices;

• changes in Thai government’s policies, laws or regulations, including those affecting the healthcare industry;

• changes in the general operating environment of Thailand’s healthcare industry;

• various business opportunities that the Group may pursue;

• the Group’s ability to manage its expansion and growth effectively;

• potential future outbreak of infectious diseases in Thailand or elsewhere;

• the effects of increasing competition in the healthcare industry in Thailand and around the region;

• the monetary and interest rate policies of the United States, Thailand and other countries in Southeast Asia;

• the continued availability of capital and financing;

• the outcome of any legal proceedings to which the Group is or may become a party;

• other risks identified under “Risk Factors” in this Offering Circular; and

• other factors beyond our control.

—vi— All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.

HISTORICAL AND CURRENT MARKET AND INDUSTRY DATA

Historical and current market data used throughout this Offering Circular were obtained from internal company analyses, industry publications and other sources in the public domain. In particular, information has been provided by the World Bank, the Bank of Thailand, the International Monetary Fund, the National Economic and Social Development Board of Thailand, the United Nations, the Thai Ministry of Public Health and the World Health Organisation. Industry surveys and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of information contained in consultants’ reports and industry publications is not guaranteed. Neither the Issuer nor the Joint Lead Managers have independently verified this market data. Similarly, internal company analyses, while believed by the Issuer to be reliable, have not been verified by any independent sources, and neither the Issuer nor the Joint Lead Managers make any representation as to the accuracy of such information. While the Issuer is not aware of any misstatements regarding any industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the “Risk Factors” section in this Offering Circular. As a result, you should not place undue reliance on such information.

— vii — SUMMARY

This summary highlights information contained elsewhere in this Offering Circular. This summary is qualified by, and must be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this Offering Circular. Prospective investors in the Bonds should read this entire Offering Circular carefully, including the audited and unaudited consolidated financial statements of the Company and related notes.

The Company is the largest Thai SET-listed hospital operator in Thailand in terms of revenues as of 30 June 2014 and market capitalisation. The Group has approximately 14.0% market share of private hospital registered beds in Thailand according to the Thai Ministry of Public Health’s Department of Health and Service Support, as of 30 September 2013. As of 30 June 2014, the Group has 2,096 full-time doctors, 6,238 part-time doctors and 24,421 full-time staff.

As of the date of this Offering Circular, the Group operates 34 hospitals throughout Thailand and Cambodia under six key hospital brands, namely, Bangkok Hospital, Samitivej Hospital, BNH Hospital, Phyathai Hospital, Paolo Memorial Hospital and Royal International Hospital. These hospitals collectively provide a full range of medical services, such as diagnosis and non-surgical treatment of diseases, general surgery, cardiology, neurosurgery, orthopaedics and emergency services to local and foreign patients. They also provide outpatient and ancillary healthcare services, such as outpatient surgery, cardiology and physiotherapy. In addition, the Group’s network includes complementary non-hospital businesses, such as medical laboratories, pharmaceutical product manufacturing and distribution, and saline production.

The Group had consolidated net profit of Baht 6.26 billion (US$0.20 billion) for the year ended 31 December 2013, which represents a decrease from Baht 7.85 billion for the year ended 31 December 2012. The Group had consolidated total revenue of Baht 51.41 billion (US$1.58 billion) for the year ended 31 December 2013, which represents an increase from Baht 47.86 billion for the year ended 31 December 2012. As of 31 December 2013, the Group had Baht 76.40 billion (US$2.35 billion) in total assets, Baht 33.76 billion (US$1.04 billion) in total liabilities and Baht 42.64 billion (US$1.31 billion) in total equity on a consolidated basis.

The Group had consolidated net profit of Baht 3.58 billion (US$0.12 billion) and consolidated total revenue of Baht 27.25 billion (US$0.84 billion) for the six-month period ended 30 June 2014, which represents an increase from Baht 3.30 billion and Baht 24.66 billion, respectively, for the six-month period ended 30 June 2013. As of 30 June 2014, the Group had Baht 78.41 billion (US$2.42 billion) in total assets, Baht 35.03 billion (US$1.08 billion) in total liabilities and Baht 43.37 billion (US$1.34 billion) in total equity on a consolidated basis.

The Company’s shares have been listed on the SET since 1991 and as of 15 August 2014, the Company has a market capitalisation of Baht 283.5 billion (US$8.74 billion).

The Group’s vision is to be one of the premier secondary and tertiary healthcare providers in Southeast Asia, dedicated to providing leading international quality and customer-focused care. It is committed to being a leader in providing leading international and efficient medical care through a dedicated healthcare team, effective leadership and advanced technology. In this regard the Group has established extensive patient coverage, serving diversified patient segments, including international patients.

—1— SUMMARY OF THE OFFERING

The following is a summary of the terms of the Bonds. This summary is derived from, and should be read in conjunction with, the full text of the Terms and Conditions of the Bonds and the Trust Deed constituting the Bonds, which prevail to the extent of any inconsistency with the terms set out in this section. Capitalised terms used herein and not otherwise defined have the respective meanings given to such terms in the Terms and Conditions of the Bonds.

Issuer...... Bangkok Dusit Medical Services Public Company Limited.

The Offering ...... The Baht 10,000,000,000 U.S. Dollar Settled Zero Coupon Convertible Bonds due 2019 (the “Bonds”) are being offered outside the United States in reliance on Regulation S under the Securities Act. The Bonds are not being offered in Thailand.

Issue Price ...... The Bonds will be issued at 100.0% of their principal amount and payment for the Bonds on the Closing Date will be made in U.S. Dollars.

Closing Date...... 18 September 2014.

Maturity Date ...... 18 September 2019.

Status...... The Bonds will constitute direct, unsubordinated, unconditional and (subject to “—Negative Pledge” below) unsecured obligations of the Issuer and shall at all times rank pari passu without any preference or priority among themselves. The payment obligations of the Issuer under the Bonds shall, except for such exceptions as may be provided by mandatory provisions of applicable law and subject to “—Negative Pledge” below, at all times rank at least equally with all of its other present and future direct, unsubordinated, unconditional and unsecured obligations.

Interest ...... Save as set out in Condition 7.5 of the Terms and Conditions of the Bonds, the Bonds do not bear interest.

Conversion Right ...... Subject to certain conditions, each Bondholder will have the right during the Conversion Period to convert its Bonds into Shares, provided, however, that the Conversion Right during any Closed Conversion Period shall be suspended and the Conversion Period shall not include any such Closed Conversion Period.

Conversion Price...... The initial Conversion Price for the Bonds will be Baht 21.045 per Share. The initial Conversion Price will be subject to adjustment for, among other things, sub-division or consolidation of the Shares, rights issues, capital distributions, stock dividends and other standard dilutive events. See “Terms and Conditions of the Bonds—Conversion—Adjustments to Conversion Price”.

—2— Cash Settlement Option...... To satisfy the Conversion Right in full or in part, the Issuer has the option to pay to the relevant Bondholder an amount in cash equal to the product of (i) the number of Shares otherwise deliverable upon the exercise of the Conversion Right in respect of the Bond(s) that are to be converted and in respect of which the Issuer has elected the Cash Settlement Option and (ii) the arithmetic average of the daily Volume Weighted Average Price of the Shares, translated into U.S. Dollars on each day at the Prevailing Exchange Rate, for each day of the five Trading Days immediately following the Cash Settlement Notice Date.

Redemption at the option of the Bondholders ...... Unless the Bonds have been previously redeemed, or converted or purchased and cancelled, each Bondholder shall have the right, at such Bondholder’s option, to require the Issuer to redeem, all or only some of the Bonds held by such Bondholder on 18 September 2017 at an amount equal to the U.S. Dollar Equivalent of its Early Redemption Amount as at the relevant date fixed for redemption. See “Terms and Conditions of the Bonds—Redemption, Purchase and Cancellation— Redemption at the Option of Bondholders”.

Redemption at the option of the Issuer ...... The Issuer may redeem, in whole but not in part, the Bonds (i) at any time after 18 March 2017 and prior to the Maturity Date, at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount, if the closing price of the Shares on each of not less than 20 Trading Days in any 30 consecutive Trading Days, ending on the day which falls not more than five days prior to the date upon which notice of such redemption is given, was at least 130.0% of the applicable Early Redemption Amount divided by the Conversion Ratio; or (ii) at any time prior to the Maturity Date at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount provided that prior to the date of such notice at least 90.0% in principal amount of the Bonds originally issued has already been converted, redeemed or purchased and cancelled.

—3— Redemption upon a Delisting or Change of Control ...... A Bondholder shall have the right, at such Bondholder’s option, to require the Issuer to redeem, in whole but not in part, such Bondholder’s Bonds following the occurrence of a Change of Control or in the event of a Delisting, as the case may be, at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount (i) when there is a Change of Control; (ii) when the Shares cease to be listed or admitted to trading on the SET or, if applicable, the Alternative Stock Exchange; or (iii) when the Shares cease to trade on the SET or, if applicable, the Alternative Stock Exchange, for 30 consecutive days or more, and such cessation to trade during such period does not result from the closure of the SET or, if applicable, the Alternative Stock Exchange. See “Terms and Conditions of the Bonds—Redemption, Purchase and Cancellation—Redemption for Change of Control” and “Terms and Conditions of the Bonds—Redemption, Purchase and Cancellation—Delisting Put Right”.

Tax Redemption ...... The Issuer may redeem the Bonds, in whole but not in part, at any time at an amount equal to the U.S. Dollar Equivalent of their Early Redemption Amount, in the event of certain changes in taxation in Thailand which would require the Issuer to pay Additional Tax Amounts, provided that where any such Additional Tax Amounts are as a result of laws and treaties of Thailand, the Terms and Conditions of the Bonds shall only have the effect of permitting the Bonds to be redeemed in the event that the rate of withholding or deduction required by such law or treaty is in excess of 15%. See “Terms and Conditions of the Bonds—Redemption, Purchase and Cancellation—Redemption for taxation reasons”.

Redemption Amount At Maturity.. Unless previously redeemed or converted or purchased and cancelled, the Bonds will be redeemed at an amount equal to the U.S. Dollar Equivalent of 110.462% of its principal amount on 18 September 2019. See “Terms and Conditions of the Bonds—Redemption, Purchase and Cancellation—Maturity”.

Negative Pledge ...... So long as any Bond remains outstanding (as defined in the Trust Deed), the Issuer will not, and will ensure that no Principal Subsidiaries will create or have outstanding any Security Interest upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, without at the same time or prior thereto according to the Bonds the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as either (i) the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or (ii) shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders.

—4— Form And Denomination Of The Bonds ...... The Bonds will be issued in registered form in the denomination of Baht 10,000,000 each and higher integral multiples of Baht 1,000,000 in excess thereof. The Bonds will be represented by the Global Certificate, registered in the name of a nominee of and deposited on or about the Closing Date with a common depositary for Euroclear and Clearstream, Luxembourg. Except as described herein, definitive certificates for Bonds will not be issued in exchange for the Global Certificate.

The securities codes for the Bonds are as follows:

ISIN: XS1108673440

Common code: 110867344

Further Issues ...... The Issuer may from time to time without the consent of the Bondholders create and issue further securities having the same terms and conditions as the Bonds in all respects so that such further issues shall be consolidated and form a single series with the outstanding Bonds.

Governing Law ...... English law.

Listing ...... We have received approval in-principle for the listing of the Bonds on the SGX-ST. The Bonds will be traded on the SGX-ST in a minimum board lot size of S$200,000 for so long as the Bonds are listed on the SGX-ST. The Shares are listed on the SET and application will be made for the Shares issuable upon conversion of the Bonds to be listed on the SET.

Trading Market For The Shares.... The only trading market for the Shares is the SET. The Shares have been listed on the SET since 2 October 1991 and are currently trading under the symbol “BGH”.

Lock-Up Arrangements ...... The Issuer has agreed that, during the period commencing on the date hereof and ending 90 days after the Closing Date (both dates inclusive), it will not, and will procure that none of its subsidiaries will, without the prior written consent of the Joint Lead Managers:

(i) directly or indirectly, issue, offer, pledge, sell, contract to issue or sell, issue or sell any option or contract to purchase, purchase any option or contract to issue or sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Shares or Relevant Securities or any securities convertible into or exercisable or exchangeable for Shares or Relevant Securities; or

—5— (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Shares or Relevant Securities, whether any such swap or transaction is to be settled by delivery of Shares or Relevant Securities or such other securities, in cash or otherwise.

Notwithstanding the above, the Issuer will not be subject to the above restrictions in relation to (a) the issue of the Bonds; (b) any Shares issued pursuant to the conversion of the Bonds; (c) the issue of Shares pursuant to any options, warrants or other rights existing at the date hereof and described in this Offering Circular; and (d) the issue of Shares pursuant to any employee share schemes existing at the date hereof and described in this Offering Circular.

“Relevant Securities” means any participation certificates and any depositary or other receipt, instrument, rights or entitlement representing Shares.

Use Of Proceeds ...... The Issuer intends to use the net proceeds of the offering for general corporate purposes, including to refinance existing debt.

Trustee...... The Bank of New York Mellon, London Branch.

Principal Agent ...... The Bank of New York Mellon, London Branch.

Registrar and Transfer Agent...... The Bank of New York Mellon (Luxembourg) S.A..

—6— SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION

The following tables present a summary of the Company’s audited consolidated financial information for each of the financial years ended 31 December 2011, 2012 and 2013 (save for the financial ratios which have not been audited) and the unaudited but reviewed consolidated financial statements of the Company for the six month periods ended 30 June 2013 and 2014. The financial information below has been derived from, and should be read in conjunction with, the financial statements of the Company set out in the “Index to Financial Statements” below.

Pursuant to the change in accounting policy due to the adoption of Thai Accounting Standard 12 Income Taxes that became effective in 2013, the Company has restated the consolidated and separate financial statements for the year ended 31 December 2012. The financial information for the financial year ended 31 December 2011 that is presented in this section has not been restated and may therefore not be comparable. See “—Cumulative Effect of the Change in Accounting Policies” for the amounts of adjustments affecting the financial statements of the Company for the years ended 31 December 2012 and 31 December 2013 due to the change in accounting policies.

Statement of Financial Position

As at 31 December As at 30 June

2011 2012 2013 2013 2014

Baht Baht Baht US$ Baht Baht US$ (audited) (unaudited) (audited) (unaudited) (unaudited) (unaudited) (unrestated) (restated) (in thousands) ASSETS CURRENT ASSETS Cash and cash equivalents .... 3,875,733 3,589,576 4,061,346 125,165 4,133,742 3,211,966 98,988 Short-term investments ...... 464,366 267,768 120,376 3,710 335,342 200,760 6,187 Trade and other receivables . . . 3,377,112 4,287,064 4,925,059 151,783 4,648,832 5,120,995 157,822 Dividend receivable — related parties ...... — 11,269 5,979 184 ——— Inventories ...... 1,037,727 779,882 918,673 28,312 819,757 818,882 25,237 Other current assets — net.... 121,793 150,338 197,599 6,090 193,467 189,201 5,831

TOTAL CURRENT ASSETS .... 8,876,731 9,085,896 10,229,031 315,244 10,131,140 9,541,804 294,064

NON-CURRENT ASSETS Long-term deposit at financial institutions...... 50,000 — 10,418 321 — 10,419 321 Restricted financial institution deposits ...... 24,686 23,022 20,684 637 34,490 24,460 754 Investments in subsidiary and associated companies ..... 2,815,614 12,864,094 13,092,169 403,482 12,935,181 13,527,688 416,904 Other long-term investments. . . 5,049,424 495,775 500,696 15,431 571,811 587,360 18,102 Long-term loans and interest receivable — related parties . ———— ——— Property, plant and equipment —net...... 30,131,500 34,007,864 39,737,688 1,224,658 37,069,920 41,889,423 1,290,971 Intangible assets — net...... 11,091,508 11,178,089 11,599,735 357,487 11,404,478 11,617,250 358,027 Other non-current assets —net . 752,471 806,239 1,208,593 37,247 1,180,464 1,207,885 37,225

TOTAL NON-CURRENT ASSETS . 49,915,202 59,375,085 66,169,983 2,039,262 63,196,344 68,864,485 2,122,303

TOTAL ASSETS ...... 58,791,932 68,460,981 76,399,015 2,354,506 73,327,484 78,406,289 2,416,367

—7— As at 31 December As at 30 June

2011 2012 2013 2013 2014

Baht Baht Baht US$ Baht Baht US$ (audited) (unaudited) (audited) (unaudited) (unaudited) (unaudited) (unrestated) (restated) (in thousands) LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Bank overdraft and short term loans ...... 231,170 1,225,105 18,942 584 15,803 1,015,586 31,299 Trade and other payables ..... 3,391,191 3,614,106 4,020,697 123,912 3,459,131 3,589,232 110,615 Current portion of long-term loans from financial institutions...... 813,215 889,646 999,876 30,815 963,259 1,438,735 44,340 Current portion of liabilities under finance lease agreements...... 149,723 92,713 84,092 2,592 94,197 62,272 1,919 Current portion of debentures . . — 1,999,885 2,969,455 91,514 2,968,697 2,499,073 77,018 Corporate income tax payable . . 725,829 606,750 473,257 14,585 529,170 621,412 19,151 Accrued expenses ...... 1,815,833 2,276,915 2,483,367 76,534 2,953,077 3,317,178 102,231 Other current liabilities...... 451,510 667,591 711,630 21,931 554,983 730,183 22,503

TOTAL CURRENT LIABILITIES . 7,578,471 11,372,710 11,761,317 362,467 11,538,317 13,273,671 409,075

NON-CURRENT LIABILITIES Long-term loans from financial institutions — net of current portion ...... 6,951,172 8,558,261 7,563,648 233,101 8,132,347 9,752,694 300,564 Liabilities under finance lease agreement — net of current portion ...... 185,305 86,074 75,332 2,322 65,205 61,307 1,889 Debentures — net of current portion ...... 8,461,263 7,063,969 11,089,780 341,771 11,088,535 8,591,544 264,779 Provision for long-term employee benefits ...... 862,972 1,108,656 1,202,044 37,045 1,166,018 1,267,886 39,074 Deferred income ...... 173,450 131,392 96,802 2,983 113,272 81,265 2,504 Deferred tax liabilities ...... — 1,226,986 1,393,592 42,948 1,319,899 1,384,854 42,679 Other non-current liabilities . . . 1,162,070 525,973 572,895 17,656 573,487 620,315 19,117

TOTAL NON-CURRENT LIABILITIES...... 17,796,232 18,701,309 21,994,093 677,826 22,458,763 21,759,865 670,607

TOTAL LIABILITIES ...... 25,374,703 30,074,019 33,755,410 1,040,292 33,997,080 35,033,536 1,079,682

—8— As at 31 December As at 30 June

2011 2012 2013 2013 2014

Baht Baht Baht US$ Baht Baht US$ (audited) (unaudited) (audited) (unaudited) (unaudited) (unaudited) (unrestated) (restated) (in thousands) SHAREHOLDERS’ EQUITY Share capital Registered 1,700,004,771 ordinary shares of Baht 1 each (1 January 2012: 1,553,391,408 ordinary shares of Baht 1 each)(1) ...... 1,553,391 1,700,005 1,700,005 52,392 1,700,005 1,704,005 52,515 Issued and fully paid-up 1,549,095,654 ordinary shares of Baht 1 each (31 December 2012 and 1 January 2012: 1,545,458,883 ordinary shares of Baht 1 each) . 1,545,459 1,545,459 1,549,096 47,741 1,545,459 1,549,096 47,741 Share Premium Premium on ordinary shares . 20,022,498 20,022,498 20,481,531 631,211 20,022,498 20,481,531 631,211 Difference from shareholding restructure ...... 305,000 305,000 305,000 9,400 305,000 305,000 9,400 Retained earnings Appropriated — statutory reserve ...... 155,339 170,000 170,000 5,239 170,000 170,000 5,239 Unappropriated ...... 9,003,545 15,158,378 18,686,664 575,896 15,686,810 19,167,830 590,725 Other components of shareholders’ equity .... 963,351 (348,008) (511,721) (15,771) (341,096) (324,468) (10,000)

TOTAL EQUITY ATTRIBUTABLE TO COMPANY’S SHAREHOLDERS ...... 31,995,192 36,853,327 40,680,570 1,253,716 37,388,671 41,348,989 1,274,315 Non-controlling interests of the subsidiaries ...... 1,422,037 1,533,635 1,963,035 60,498 1,941,733 2,023,764 62,369

TOTAL SHAREHOLDERS’ EQUITY...... 33,417,229 38,386,962 42,643,605 1,314,214 39,330,404 43,372,753 1,336,685

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY . . 58,791,932 68,460,981 76,399,015 2,354,506 73,327,484 78,406,289 2,416,367

Note: (1) In April 2014, the Company changed the par value of its shares from Baht 1.00 to Baht 0.10, which resulted in an increase in the number of the Company’s shares from 1,700,004,771 shares to 17,000,047,710 shares.

—9— Statement of Earnings

For the year ended 31 December For the six months ended 30 June

2011 2012 2013 2013 2014

Baht Baht Baht US$ Baht Baht US$ (audited) (unaudited) (audited) (unaudited) (unaudited) (unaudited) (unrestated) (restated) (in thousands, except for earnings per share) REVENUE ...... Revenue from hospital operations ...... 35,224,466 44,307,328 49,169,881 1,515,344 23,554,916 26,078,313 803,696 Other income Revenue from sales of food and goods .... 1,009,460 1,170,942 1,445,554 44,550 623,705 853,023 26,289 Interest income ...... 63,052 56,502 62,659 1,931 26,496 34,011 1,048 Dividend income ..... 103,528 16,564 37,340 1,151 24,666 7,552 233 Gain on fair value adjustment of investments...... 479,028 1,795,048 148,066 4,563 148,066 —— Others ...... 491,804 515,774 543,024 16,735 277,724 272,464 8,397

Total other income...... 2,146,872 3,554,831 2,236,643 68,930 1,100,657 1,167,050 35,967

TOTAL REVENUE ...... 37,371,338 47,862,159 51,406,524 1,584,274 24,655,573 27,245,363 839,662

EXPENSES Cost of hospital operations and goods sold ...... 23,675,486 29,238,818 32,976,969 1,016,302 15,781,657 17,400,571 536,260 Administrative expenses . . 7,224,190 8,968,658 10,548,666 325,095 4,870,347 5,362,817 165,274

TOTAL EXPENSES...... 30,899,676 38,207,476 43,525,636 1,341,397 20,652,004 22,763,388 701,534

Profit before share of income from investments in associated companies, finance expenses and income tax expenses .... 6,471,662 9,654,683 7,880,888 242,878 4,003,569 4,481,975 138,128 Share of income from investments in associated companies ...... 381,645 967,663 988,096 30,452 548,344 486,849 15,004

Profit before finance expenses and income tax expenses . . 6,853,308 10,622,346 8,868,984 273,329 4,551,913 4,968,824 153,132 Finance expenses ...... (770,451) (849,406) (957,028) (29,494) (457,622) (452,716) (13,952)

Profit before income tax expenses...... 6,082,856 9,772,940 7,911,956 243,835 4,094,291 4,516,108 139,180 Income tax expenses ...... (1,456,318) (1,610,845) (1,391,978) (42,899) (665,941) (776,732) (23,938)

Profit for the year...... 4,626,539 8,162,095 6,519,978 200,936 3,428,350 3,739,376 115,242

Profit Attributable to: Equity holders of the Company . . 4,385,987 7,849,221 6,261,465 192,969 3,295,327 3,576,129 110,211 Non-controlling interests of the subsidiaries...... 240,551 312,874 258,513 7,967 133,023 163,247 5,031

4,626,539 8,162,095 6,519,978 200,936 3,428,350 3,739,376 115,242

Basic earnings per Share(1) Profit attributable to equity holders of the Company . 3.00 5.08 4.05 0.12 0.21 0.23 0.01

Weighted average number of ordinary shares .... 1,461,916 1,545,459 1,546,306 15,454,589 15,490,957

Note: (1) In April 2014, the Company changed the par value of its shares from Baht 1.00 to Baht 0.10, which resulted in an increase in the number of the Company’s shares from 1,700,004,771 shares to 17,000,047,710 shares.

—10— The table below presents EBITDA and EBIT for the years ended 31 December 2011 to 2013 and for the six months ended 30 June 2013 and 2014. These are non-GAAP financial measures that are supplemental measures of the Company’s performance and liquidity that are not required by, or presented in accordance with, TFRS or IFRS and should not be considered as an alternative to net income, operating revenue or any other performance measures derived in accordance with TFRS or IFRS or as an alternative to cash flow from operating activities or as a measure of liquidity.

For the year ended 31 December For the six months ended 30 June 2011 2012 2013 2013 2014 Baht Baht Baht US$ Baht Baht US$ (in millions) EBITDA(1) ...... 8,534 10,737 10,877 335 5,350 6,171 190 EBIT ...... 6,374 8,551 8,721 269 4,404 4,969 153

Note: (1) The financial measure of EBITDA is defined as revenue from hospital operations, revenue from sales of foods and goods and revenue from others, less the cost of hospital operations and goods sold and administrative expenses, plus depreciation and amortisation. It is commonly used as an indicator of operating performance, liquidity and as a financial measure of the potential capacity of a company to incur and service debt. The components of EBITDA may vary between companies.

Cumulative Effect of the Change in Accounting Policies

The table below shows a summary of the amounts of adjustments affecting the statements of financial position and the statements of comprehensive income for the years ended 31 December 2012 and 2013 due to the adoption of Thai Accounting Standard 12 Income Taxes.

As at As at As at 1 January 2012 31 December 2012 31 December 2013

(Baht, in thousands, except for earnings per share) Statements of financial position Increase in deferred tax assets ...... 374,278 344,183 364,435 Increase in deferred tax liabilities ...... 1,706,010 1,571,169 1,758,027 Deferred tax liabilities — net...... 1,331,732 1,226,986 1,393,592 Decrease in other components of shareholders’ equity ...... 665,733 518,756 502,476 Increase in unappropriated retained earnings ..... 138,395 76,572 59,019 Increase in non-controlling interests of the subsidiaries...... 1,813 2,072 4,874 Decrease in other non-current liabilities (Reclassification) ...... 806,207 786,874 773,831 Deferred tax liabilities from acquisitions ...... — — 181,178 Statements of comprehensive income Decrease (increase) in income tax ...... (90,139) (4,313) Increase in other comprehensive income ...... 175,551 3,928 Increase (decrease) in total comprehensive income attributable to equity holders of the Company . . 87,565 (2,187) Increase (decrease) in total comprehensive income attributable to non-controlling interest of the subsidiaries...... (2,154) 1,802 Basic earnings per share Increase (decrease) in profit attributable to equity holders of the Company ...... (87,727) (6,416) Increase (decrease) in basic earnings per share . . . (0.057) (0.004)

—11— Selected Financial Data

As at and for the year ended As at and for the six 31 December months ended 30 June

2011 2012 2013 2013 2014

Selected Financial Ratios Current Ratio(1) (times) ...... 1.2 0.8 0.9 0.9 0.7 Quick Ratio(2) (times) ...... 1.0 0.7 0.8 0.8 0.6 Days Receivable(3) day(s)(a) ...... 28.6 32.7 35.4 35.9 36.7 Days Inventory(4) day(s)(a) ...... 10.9 11.3 9.3 9.1 9.0 Debt to Equity Ratio(5) (times) ...... 0.5 0.5 0.5 0.6 0.5 Interest Coverage Ratio(6) (times) ...... 11.1 12.6 11.4 11.7 13.6 Patient Services Revenue Growth Rate(7)(b)(c) .... — 25.8% 11.0% 11.9% 10.7% Profit Growth Rate(8)(c)(d) ...... — 47.9% 5.8% 17.5% 13.6% Gross Profit Margin(9) ...... 34.7% 35.7% 34.8% 34.7% 35.4% EBITDA Margin(10) ...... 23.2% 23.3% 21.3% 21.9% 22.7% EBIT Margin(11)(b) ...... 17.4% 18.6% 17.0% 18.0% 18.3% Profit Margin(12)(b) ...... 10.6% 12.6% 11.9% 12.9% 13.1% Return on Equity(13)(a)(b) ...... 16.4% 16.8% 15.8% 17.0% 17.4% Assets Growth Rate(14)(c) ...... — 16.4% 11.6% 7.1% 2.6% Return on Assets(15)(a)(b) ...... 8.6% 9.1% 8.4% 8.9% 9.2% Assets Turnover(16) (times)(a) ...... 0.8 0.8 0.7 0.7 0.7

Notes: (a) Annualised (b) Excluding non-recurring items, such as gains on fair value adjustments of investments and shares of income from investments in the Company’s associate companies (c) The financial data as at and for the year ended 31 December 2011 is not comparable to the financial data for other periods for these calculations due to acquisitions made during this period (d) The rate as at and for the year ended 31 December 2013 is due to a one-off accounting adjustment (1) Total current assets/Total current liabilities (2) (Total current assets - Inventory - Other current assets)/Total current liabilities (3) (Average total account receivables before allowance for doubtful accounts of current and previous years/Revenue from hospital operations + Revenues from sales of food and goods) x 360 (4) (Average total inventory of current and previous years/Cost of hospital operations and goods sold) x 360 (5) Total liabilities/Total shareholders’ equity (6) EBITDA/Interest expense (7) (Revenue from hospital operations for current year - Revenue from hospital operations for previous year)/Revenue from hospital operations for previous year (8) (Profit for current year - Profit for previous year)/Profit for previous year (9) Gross profit/(Revenues from hospital operations + Revenues from sales of food and goods) (10) EBITDA/(Revenue from hospital operations + Revenues from sales of food and goods + Other income). The financial measure of EBITDA is defined as revenue from hospital operations, revenue from sales of foods and goods and revenue from others, less the cost of hospital operations and goods sold and administrative expenses, plus depreciation and amortisation. It is commonly used as an indicator of operating performance, liquidity and as a financial measure of the potential capacity of a company to incur and service debt. The components of EBITDA may vary between companies (11) EBIT/(Revenue from hospital operations + Revenues from sales of food and goods + Other income) (12) Profit/(Revenue from hospital operations + Revenues from sales of food and goods + Other income) (13) Profit/(Average total equity attributable to company’s shareholders of current and previous years) (14) (Total assets for current year - Total assets for previous year)/Total assets for previous year (15) Profit/Average total assets of current and previous years (16) Total revenue/Average total assets of current and previous years

—12— RISK FACTORS

Investing in the Bonds involves risks. Prospective purchasers of the Bonds should consider carefully the following summary of certain considerations relating to Thailand, the Group, the Bonds and the Shares, as well as other information set forth in this Offering Circular, before making an investment in the Bonds. The Group’s business, financial condition and results of operations could be materially and adversely affected by these risks.

Risks Relating to the Group

Economic fluctuations and political events in Thailand may have a direct impact on the Group’s business and operations.

The Group’s results of operations and the financial well-being of most of its customers may be influenced by economic fluctuations. The demand for private healthcare will depend, in part, on the per capita income and cost of living in Thailand. In the event of an economic recession, individuals may choose to reduce their medical expenses by delaying or lessening healthcare needs, lessening the number of days of recovery in hospitals or opting for cheaper alternatives, such as seeking medical treatment at public hospitals. As a result, the demand for medical products and services from private hospitals may decrease and adversely affect the Group’s business and operations.

Recent political events in Thailand have also had an adverse impact on the Thai economy and on consumer spending habits. Economic growth in Thailand in the second half of 2014 may be constrained due to political uncertainty, which may lead to delays or obstructions of budget disbursement, implementation of key economic measures and budgeting. The Office of National Economic and Social Development Board (the “NESDB”) projected that the Thai economy will grow by 1.5% to 2.0% in 2014, which is lower than the 3.0% to 4.0% previously estimated in February 2014. There is no assurance that this economic slowdown will not continue. See “—Risks Relating to Thailand—Political, economic, legal and regulatory conditions and violence in Thailand may have a direct impact on the Group’s business and the market price of the Bonds”.

The Group may not be able to successfully implement its growth strategy on a timely basis or at all and any brownfield or greenfield hospitals of the Group may not be profitable or perform as planned, which could harm the growth and results of operations of the Group.

The Group’s growth depends, in part, on its ability to open profitable new hospitals. The Group’s growth strategy is to substantially increase the number of hospitals in its network over the next few years. For instance, by the end of 2014, the Group aims to open the following hospitals: Bangkok Hospital Chinatown, Bangkok Hospital Khon Kaen, Royal Phnom Penh Hospital (Cambodia), Sri-Rayong Hospital and Dibuk Hospital. For a further discussion on the Group’s growth strategy, see “Business—Strategies”. The Group’s ability to open profitable new hospitals depends on many factors, including the Group’s ability to:

• open hospitals and achieve brand awareness in new markets;

• access capital to fund construction costs and pre-opening expenses;

• manage increases in costs, which could result in delays or cost overruns;

• recruit and train physicians, nurses and technicians in respective local markets;

• obtain all required governmental licenses and permits on a timely basis;

—13— • compete for suitable hospital sites in new markets; and

• maintain adequate information systems and other operational system capabilities in new hospitals.

Delays in the opening of new hospitals, delays or costs resulting from a decrease in commercial development due to capital constraints, difficulties resulting from commercial, residential and infrastructure development (or lack thereof) near the new hospitals, difficulties in staffing and operating new locations or lack of acceptance in new market areas may negatively impact the cost or the profitability associated with new hospitals. Furthermore, additional regulatory restrictions or licensing requirements could negatively impact the Group’s ability to operate both new and existing hospitals.

In addition, it is possible that the Group may not be able to identify suitable targets for acquisition, or if it does identify suitable opportunities, the Group may not be able to complete those transactions on terms commercially acceptable to the Group or at all. The inability to identify suitable acquisition targets or investments or the inability to complete such transactions may adversely affect the competitiveness or growth prospects of the Group.

Accordingly, the Group may not be able to achieve its planned growth or, even if the Group is able to grow its hospital network as planned, any new hospital may not be profitable or may not perform as planned. In addition, to the extent the Group has misjudged the nature and extent of industry trends or its competition, the Group may have difficulties in achieving its strategic objectives. Failure to successfully implement its growth strategy may have an adverse impact on the business, financial condition or results of operations of the Group.

There are acquisition risks associated with the Group’s expansion plans.

In the recent past, the Group has acquired and made investments in other hospital groups, including Samitivej Public Company Limited, BNH Hospital and Health Network PLC, which owns Phyathai Hospital Group and Paolo Memorial Hospital Group. See “Business—Historical Growth and Expansion” for a further discussion of the Group’s acquisitions and investments over recent years. Pursuant to these acquisitions and investments, the Group has sought to identify and achieve synergies and operational efficiencies across its entire hospital network. However, there can be no assurance that the Group will be able to achieve the synergies that it seeks or generate the expected benefits from these acquisitions. Furthermore, the Group may not be able to effectively integrate its acquired businesses into its existing operations and may face difficulties arising from operating a significantly larger and more complex organisation. Other acquisition risks include:

• the loss of medical personnel and staff following any acquisition;

• the diversion of management’s attention from its existing operations;

• difficulties arising from coordinating and consolidating corporate and supporting services, including the integration of internal controls and procedures and standardising and transitioning information technology systems; and

• unforeseen legal, regulatory, contractual, labour or other issues.

If the Group is unable to manage the growth in its business or is unable to successfully integrate newly acquired healthcare businesses, its ability to compete effectively could be impaired, and this may result in a material adverse effect on its business, financial condition, results of operations and prospects.

—14— Historically, the Group has relied on external bank financing, equity financing and internally generated cash flows for capital investments. The Group expects to finance any future expansion of its business or improvements of its existing facilities through bond issuances, additional bank financing and internally generated cash flows. If the Group is unable to secure necessary financing on commercially acceptable terms, it may not be able to maintain its existing facilities or carry out its expansion plans, which could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Furthermore, businesses that the Group acquires may have unknown or contingent liabilities, such as liabilities for failure to comply with healthcare laws and regulations, and the Group may become liable for the past activities of such businesses. The Group mitigates this risk by conducting due diligence exercises on all businesses, assets and companies that it acquires and by having strict due diligence guidelines that must be complied with. However, there is no assurance that its due diligence exercise will be able to detect every risk associated with the business, asset or company that the Group acquires and failure to do so may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group is reliant on its key senior management personnel.

The Group is managed by a number of key senior management personnel, many of whom have had numerous years of experience in managing medical service providers in Thailand and in other countries, such as the United States of America. See “Management”. As a result, the loss of any senior management personnel or the inability of the Group to replace them in a timely manner with sufficiently qualified personnel could have a material adverse effect on the Group’s business and operations. As the Group pursues its growth strategy, it also faces the challenge of finding suitable senior management personnel to manage its newly acquired hospitals and ensuring that all the executives in senior management share the Group’s vision. Failure to do so may adversely impact the Group’s business, financial condition, results of operations, prospects and its ability to pursue its growth strategy.

The Group may experience a shortage of skilled, qualified and experienced medical personnel.

The continued growth of the Group and its future success are largely dependent on its ability to attract, retain and motivate a sufficient number of skilled, qualified and experienced medical personnel. Given the growth of the medical services industry in Thailand and globally, the market for clinical staff has become highly competitive. Furthermore, in Thailand, great reliance is placed on the public sector to develop clinical personnel and in recent years, there has not been sufficient skilled clinical personnel to meet demand. Therefore, the Group has to compete with other hospital operators in retaining and attracting skilled clinical personnel. Such competition may lead to increased staff costs, as the Group may be forced to increase compensation rates, and this may be an obstacle for the Group’s expansion plans. There can be no assurance that the supply of adequately trained practitioners will be sufficient to fulfil the Group’s needs, which could adversely affect the Group’s operational costs and growth prospects.

Any damage to the Group’s reputation may directly impact its business and operations.

Being in the private hospital business, the reputation of the Group is a key factor for patients seeking medical treatment at the Group’s network of hospitals. Over the years, the Group believes that it has built goodwill in its brand names and customer loyalty. However, if the Group’s reputation is damaged or if negative events affecting one of the Group’s brands have a spillover effect on the other brands of the Group, it may take the Group some time to rebuild consumer confidence in its medical products and services, which would adversely affect the Group’s business and operations. A number of events may cause damage to the Group’s reputation, including the following:

• any lapses in services, such as malpractice or negligence, whether actual or perceived, that results in adverse publicity, malpractice claims or lawsuits;

—15— • any negative reviews, investigations or disciplinary action by relevant regulatory and professional bodies; and

• any infringements on the Group’s trademark which adversely affects the perception of the Group’s brand, credibility and abilities.

In addition, a significant part of the Group’s reputation is built upon the numerous accreditations that it has received over time. See “Business—Accreditations and Certifications”. However, maintaining current accreditations or obtaining future ones may be costly and onerous, which may have an adverse impact on the Group’s profit margins and operations. Failure to do so may also impact the Group’s reputation, which may adversely affect its business.

The Group may face increasing competition from local and foreign private hospitals.

The Group may face increasing competition in its business and operations. In addition to public and private hospitals already existing in Thailand, foreign medical companies may enter the market as the Thai government may liberalise the Thai medical services industry in line with the declaration that it made under the ASEAN Economic Community Blueprint, which will be implemented in 2015. Although the complete liberalisation of the Thai medical services industry is subject to amendments to certain Thai legislation on foreign ownership and there has been no formal guidance on such amendments or on the timing of their implementation to date, the potential entrance of foreign medical companies may pose competitive pressures on the Group. Such foreign medical companies may be well-placed to compete in Thailand due to their larger network size, reputation as global players and access to more advanced technology and financial resources. The Group also competes with mid-level private hospitals, which have improved and developed their services and equipment over the years. The expansion of existing competitors in the healthcare industry may erode the Group’s existing market share or impact the Group’s ability to charge its current fees, which may adversely impact the Group’s profit margins. Public hospitals have also expanded their medical services, such as opening after-hours clinics and other premium services, which may decrease the Group’s traditional client pool. There can be no assurance that the Group will be able to compete effectively, which could have a material adverse effect on the Group’s growth plans, results of operations and financial condition.

Future changes in laws, regulations or enforcement policies in Thailand and the failure of the Group to comply with applicable rules and regulations may have a material adverse effect on the Group’s financial condition and results of operations.

The Group is subject to medical and other relevant laws in effect in Thailand. These differ in certain material respects from those in effect in certain other countries and may continue to change or become more stringent as the Thai economy and the medical services industry evolve. If there are any future changes to applicable laws or regulations or to the interpretations of applicable laws or regulations, the Group may be required to obtain further approvals to meet additional regulatory requirements or may not be permitted to sell drugs in its hospitals in the future. For example, there is consideration of enacting the Patient Protection Bill, which requires healthcare providers to compensate patients in a timely manner, sometimes without requiring proof of wrongdoing. The bill also contemplates setting up a patient protection fund for damages to patients whereby healthcare providers have to make mandatory contributions according to the rules determined by a patient protection committee. Failure by the Group to comply with applicable rules and regulations could result in penalties, the loss of regulatory permits, damage to the Group’s business reputation and the loss of profits from drug sales in hospitals should this not be permitted in the future, each of which could have a material adverse effect on the Group’s financial condition and results of operations.

The Group is regulated by the Sanatorium Act B.E. 2541 (1998) (as amended), pursuant to which the hospitals in Thailand are regulated under the supervision of the Ministry of Public Health in Thailand, and needs licenses to operate a private healthcare business. The Group is therefore subject

—16— to any changes in the Thai government’s policies and regulations towards private hospitals. Given the changing demands of the medical services industry in Thailand, there can be no assurance that these policies and regulations will remain unchanged and continue to allow the Group to operate its hospitals as private and profit-making entities.

In addition, current merger control laws in Thailand are not yet in effect due to the absence of relevant regulations and guidelines and the narrow application of current laws. If such merger control laws become effective and are enforced in the future, the Group may not be able to pursue its growth strategy as planned and this may have a material adverse effect on the Group’s financial condition and results of operations.

The Group may experience risks from fee collection.

The Group faces the risk that its patients do not pay for their treatments as all patients are generally treated before payment is made. Even if treatment fees may be settled in instalments, there is a risk that a patient may default and the Group will not be paid in full. This risk may be increased if healthcare insurers and corporate clients change their reimbursement policies and coverage plans in the future such that the services provided by the Group to its patients are no longer covered. Furthermore, it may not be economically viable nor cost effective for the Group to monitor and chase for fees from defaulting patients. A significant number of defaulting patients may therefore adversely affect the Group’s financial condition and results of operations.

The Group is dependent on a limited number of medical distributors in Thailand.

The Group relies on a limited number of medical distributors to provide it with the majority of its pharmaceutical supplies. Some of these companies are the sole licensed medicine distributors in Thailand for a number of pharmaceutical products used by the Group. Hence, if any of these companies suffer a downturn and are unable to meet the Group’s demands for medical supplies or if these distributors terminate or alter existing agreements with the Group, the Group’s business and results of operations may be adversely affected.

The Group faces legal risks.

In recent years, there has been an increased awareness of patients’ rights in Thailand, especially with the recent issuance of the Act on Court Proceedings for Consumer Cases B.E. 2551 (2008) (as amended), which enables consumers and patients to more easily file suits against healthcare service providers. Furthermore, treatment of more complex medical conditions have no guaranteed positive outcome, which subjects the Group to an increased likelihood of medical malpractice suits. Although the Group currently maintains insurance protection, such lawsuits could result in hefty compensation payments or damage to the Group’s reputation, which may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s insurance coverage may not be adequate to protect it against possible risk of loss.

The Group currently maintains insurance against claims arising from property damage, business interruption, malpractice and public liability. However, there is no assurance that the Group will be able to renew all its policies or obtain new policies on similar terms. In the event that the amounts of any claims exceed the Group’s existing insurance coverage, the Group may be liable to cover the shortfall. The Group is also not insured against loss of key personnel. If such events were to occur, it could have a material adverse effect on the Group’s financial condition and results of operations.

The Group is reliant on revenue from foreign patients.

Medical services revenue from foreign patients, including visitors, staff of foreign governments or agencies and employees of foreign companies, are an important part of the Group’s revenue. The number of foreign patients travelling to Thailand to seek medical services may however be affected

—17— by a number of factors, including the economic status of the foreign patient’s country of origin, the relative exchange rate of the patient’s home currency to the Thai Baht, which may affect the cost of treatment in Thailand, natural disasters, political tension or acts of terrorism in Thailand and the region. A decline in the medical tourism industry may have a material adverse effect on the Group’s financial condition and results of operations.

For the years ended 31 December 2011, 2012 and 2013 and the six months ended 30 June 2013 and 2014, the percentage of patient revenues from the Group’s international patients, including expatriate patients living in Thailand, was approximately 26%, 28%, 28%, 29% and 28%, respectively.

The Group’s business is seasonal, which may impact the results of operations of the Group.

The Group’s patient volume is sensitive to seasonal fluctuations. Typically, the number of patients of the Group rises in the first quarter, which is the peak season for tourism, leading to an increase in the number of foreign patients. There is also an increase in patient volumes in the third quarter due to higher occurrence of sickness during the rainy season in Thailand. The Group’s operating results may fluctuate significantly in the future depending on these factors.

The Group is subject to the effects of the global economy and foreign currency exchange volatility.

Since a significant part of the Group’s revenue comes from services provided to foreigners, the volatility of foreign currency against the Thai Baht may affect the Group’s financial condition and results of operations. Relative currency strength is a determining factor in the Group’s ability to set competitive prices and compete effectively with healthcare providers in other countries. Although the Group has in place foreign currency hedges and tries to maintain a suitable ratio of foreign to domestic patients, currency volatility may have a material adverse effect on the Group’s financial condition and results of operations.

The Group is subject to risks inherent to doing business overseas and foreign investment risk.

The Group maintains and makes foreign investments. As of 30 June 2014, the total amount of foreign investments held by the Group is Baht 0.94 billion (US$29.00 million), which represents 1.2% of the Group’s total assets. The major foreign investments include ownership of 80.0% of the shares of Angkor Pisith Co., Ltd., 70.0% of the shares of Royal Rattanak Medical Services Co., Ltd. and 100.0% of the shares of Phnom Penh Medical Services Co., Ltd. Therefore, any changes in foreign laws, regulations or government policies governing offshore businesses that may adversely affect the Group’s foreign investments may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

There are also risks inherent in doing business overseas. Over recent years, the Group has expanded its operations to Cambodia and will continue to do so in other parts of Southeast Asia, including Laos and Myanmar. The Group is therefore subject to risks of operating in various foreign jurisdictions, including unexpected changes in local healthcare regulations, lack of infrastructure in less developed economies, difficulties in staffing and managing foreign operations, social and political instabilities, potentially adverse tax consequences, legal uncertainties regarding liabilities and enforcements, reduced protection for intellectual property rights in some countries, tariffs and other trade barriers, variable and unexpected changes in local laws and barriers to the repatriation of capital or profits. Any of the above factors could adversely affect the Group’s overseas operations and financial performance.

—18— A serious outbreak of infectious disease in Thailand, if uncontrolled, may have a direct impact on the Group’s business and operations.

A serious outbreak of infectious disease in Thailand, if uncontrolled, could have an adverse effect on the overall business sentiment and environment in Thailand. Such an outbreak may also result in the Group’s doctors and staff being quarantined or falling ill, thereby affecting the Group’s ability to effectively provide medical services to its patients. In addition, the Group may no longer be allowed to select its patients if the Thai government chooses to control the Group’s operations in order to support the public health infrastructure during such an outbreak. The Thai government may also impose measures restricting the Group’s ability to charge regular fees for patients seeking treatment at its hospitals.

In the course of providing medical services, the Group needs to keep abreast with rapid technological changes, frequent new equipment and product introductions, changes in patients’ needs and evolving industry standards.

The market for healthcare equipment and products is characterised by rapid technological changes, frequent new healthcare equipment and product introductions and technology enhancements, changing patient needs and evolving industry standards. New equipment and products based on new or improved technologies or new industry standards can render existing equipment and products obsolete. To effectively compete with other healthcare providers, the Group has to continually enhance and develop its equipment and facilities on a timely basis. Furthermore, as industry standards evolve, the Group may be required to enhance and develop its internal processes and procedures, as well as equipment, in order to comply with such standards and to maintain the accreditations that its hospitals have received. There can be no assurance that the Group will have sufficient funds to continually invest in such equipment and facilities on a timely basis, or at all. In the event that the Group is unable to keep abreast with the current trends and needs of the healthcare industry or that the Group loses any of its accreditations, its healthcare facilities may lose their competitiveness and market share, which may adversely affect the amount of revenue received by the Group and adversely affect the Group’s business, financial condition, results of operations, cash flows and prospects.

The Group’s business depends on numerous complex information systems and any failure to successfully maintain these systems or implement new systems could materially harm the Group’s operations.

The Group depends on complex, integrated information systems and standardised procedures for handling patient, operational and financial information. The Group may not have the necessary resources to enhance existing information systems or implement new systems where necessary to handle increased patient volumes and their changing needs. Furthermore, the Group may experience unanticipated delays, complications and expenses in the implementation, integration and operation of its technology systems. In particular, given the Group’s strategic focus on growth and acquisitions (see “Business—Strategies”), the Group faces the challenge of standardising technology platforms across all of its hospitals, including newly acquired hospitals, and implementing complex information technology systems in smaller local hospitals, which may lack sophisticated technological infrastructure. In addition, the Group’s technology systems could be subject to physical or electronic break-ins or unauthorised tampering. Any failure to successfully implement and maintain these systems or any interruptions in operations during periods of implementation may adversely affect the Group’s operations, including its ability to properly allocate resources or process billing information in a timely manner.

The Group is subject to the effects of interest rate fluctuations.

As of 30 June 2014, the Group’s indebtedness with floating interest rates represent approximately 37% of its total indebtedness. Therefore, interest rate fluctuations may affect the Group’s financial costs. Interest rate fluctuations may be affected by a number of factors, including global economic trends and adverse events in the global financial markets, which are beyond the

—19— Group’s control. Although the Group maintains interest rate hedges and other interest rate swap arrangements, failure to effectively manage the levels of indebtedness and interest rate risk sensitivity through these arrangements could result in increased debt service costs, which may have a material adverse effect on the Group’s financial condition, cash flows and results of operations. The Group’s fixed rate liabilities may also be subject to future fluctuations in interest rates as their existing loans become due and require refinancing.

Risks Relating to Thailand

Political, economic, legal and regulatory conditions and violence in Thailand may have a direct impact on the Group’s business and the market price of the Bonds.

The Group is subject to a political, economic, legal and regulatory environment in Thailand that differs in certain significant respects from that of countries with more developed economies. The Group’s business, financial condition, results of operations and prospects may be influenced in part by the political situation in Thailand, which has been unstable from time to time.

Since 2004, Thailand has experienced several periods of instability, including declarations of martial law and states of emergency in the southern provinces in response to violence and a coup in 2006 against the country’s civilian political leadership. This was followed by a period of martial law until a new constitution came into effect in 2007. The return to civilian government was followed by the removal of the Prime Minister and the election of his successor in 2008. Several significant demonstrations ensued, culminating in violent protests in 2010, which involved the deaths and injury of a number of people and the destruction of property. States of emergency were declared in Bangkok and numerous other provinces, contributing to a turbulent atmosphere and the issuance of travel advisories by foreign governments, including the United States and the United Kingdom.

On 11 November 2013, Thailand’s senate defeated an amnesty bill, but opponents of the bill continued their protests against the government, which led to civil disobedience and mass demonstrations by protestors. On 9 December 2013, the parliament was dissolved upon the petition of Prime Minister Yingluck Shinawatra and new elections were held in February 2014, which was followed by multiple attempts to invalidate the results. The election was subsequently declared void by the Thai Constitutional Court. Protests and violence continued in the early months of 2014. On 7 May 2014, the Thai Constitutional Court removed Prime Minister Yingluck Shinawatra and nine other ministers from office and martial law was declared nationwide 13 days later. On 22 May 2014, the army formally staged a coup and formed a junta called the National Council for Peace and Order (“NCPO”) to govern the country. On 22 July 2014, a temporary constitution was endorsed by the king of Thailand as the first step towards the return of electoral democracy after a few months of military rule. However, the constitution still allows the NCPO leader to hold substantial power even after an interim cabinet and legislatures takes office, which is expected to occur in September 2014, but could be delayed. It is difficult to accurately predict the effects of the recent political upheaval or to determine whether the new government will seek to change Thailand’s legal and regulatory environment. The National Legislative Assembly (“NLA”), established by virtue of the constitution, now assumes the duties of the House of Representatives and the Senate as a legislative body, whereby the NLA is to approve and enact the draft bills as proposed by the NCPO. A number of draft bills are currently under the NCPO’s review, whereby some of which have already been approved by the NCPO and submitted to the NLA for further approval and enactment. Continued violence and any failure on the part of the NCPO to bring political stability to Thailand could have a material adverse effect on economic and legal conditions in Thailand, which in turn could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

—20— Substantially all of the Group’s assets and operations are located in Thailand and they are subject to economic, legal and regulatory uncertainties in Thailand.

The Group is the operator of the largest private hospital network in Thailand and substantially all of the Group’s operations and assets are based in Thailand. As a result, the Group’s businesses and operations are subject to the changing economic conditions prevailing from time to time in Thailand. Since 2013, Thailand’s economy has been experiencing a slowdown. In the first half of 2014, according to the NESDB, Thailand experienced a 2.1% economic decline, which was due primarily to a contraction in domestic demand. Growth in the second half of 2014 may be further constrained by the political uncertainty in Thailand. Under such conditions, the NESDB projected that the Thai economy will only grow by 1.5% to 2.0% in 2014, lower than the previously estimated 3.0% to 4.0%. There is no assurance that this economic slowdown will not continue.

Factors that may adversely affect the Thai economy include:

• political instability;

• global economic conditions;

• exchange rate fluctuations and the exchange control policy of the Bank of Thailand;

• a prolonged period of inflation or increase in regional interest rates;

• changes in taxation;

• changes in government policies affecting import and export volumes;

• decline in tourism;

• natural disasters, including tsunamis, earthquakes, fires, floods, drought and similar events;

• a potential recurrence or outbreak of avian influenza, severe acute respiratory syndrome or other infectious or contagious diseases in Thailand or other Asian countries;

• scarcity of credit or other financing, resulting in lower demand for products and services provided by companies in the region;

• increases in oil prices and other commodity prices;

• decreased consumer confidence;

• other external recessions or potential economic downturns in the United States, Asia or other parts of the world;

• other regulatory, political or economic developments in or affecting Thailand; and

• recent and threatened terrorist activities in Southeast Asia, including continued violence in the southern parts of Thailand.

Additionally, prior Governments have, in the past, intervened in the Thai economy and occasionally made significant changes in policy, including foreign exchange control, policies concerning wage and price controls, capital controls and limits on imports. There is no assurance that the Government will not in the future impose policies that may affect the business, financial condition, results of operations and prospects of the Group and the market price of the Bonds.

—21— Thailand’s economy is also affected by global economic conditions. The global credit markets have experienced, and may continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation, failure or near failure of a number of institutions in the banking and insurance industries. There remains a concern that a return of the debt crisis in Europe, the political unrest in the Middle East and Eastern Europe as well as rumours or threats or actual terrorist attacks or conflicts in the Middle East, Southeast Asia, Eastern Europe or other regions will impinge upon the health of the global financial system. These or other such events could adversely affect the business, financial condition, results of operations and prospects of the Group.

There is no assurance that the Thai economy will meet current projections or improve in the future. Any instability or economic downturn in Thailand could have a material adverse effect on the business, financial condition, results of operations and prospects of the Group and the market price of the Bonds.

Natural disasters could have a negative impact on the Thai economy and damage the facilities of the Group.

Natural disasters lead to deaths, injuries, the destruction of properties and may have a significant adverse impact on the Thai economy as a whole. Droughts and floods are the greatest threat to Thailand. For example, the floods that occurred in Thailand at the end of 2011 caused a combined loss of up to US$825.00 million due to damages and reduced tourism. Following the floods, Thailand’s GDP declined by 10.7%. Although the previous government has stated its intention to improve Thailand’s flood protection infrastructure, it is unclear whether the new junta government will implement these changes. Even if improvements are made, there is no assurance that the government’s flood prevention measures will be adequate to protect low-lying areas and other parts of Thailand from flooding in the future.

In addition to the negative impact on the Thai economy as a whole, the occurrence of natural disasters may affect the business of the Group if the Group is unable to manage the effects of the particular event. Potential effects include the damage to infrastructure and loss of business continuity and business information. In the event that the facilities of the Group are affected by any of these factors, the Group’s operations may be significantly interrupted, which may materially and adversely affect the business, financial condition, results of operations, cash flows and prospects of the Group.

While the Group may have insurance to protect against certain natural disasters, such insurance coverage may not be adequate. See “—Risks Relating to the Group—The Group’s insurance coverage may not be adequate to protect it against possible risk of loss”.

Credit rating agencies could lower their ratings of or outlook for Thailand’s creditworthiness.

As at the date of this Offering Circular, Thailand’s sovereign foreign currency long-term ratings are “Baa1” with a stable outlook by Moody’s, “BBB+” with a stable outlook by Standard and Poor’s and “BBB+” with a stable outlook by Fitch. Any deterioration of the ratings on Thailand’s sovereign debt may make it more expensive for the Group to obtain financing for its capital expenditures and other financing requirements.

Non-enforceability of non-Thai judgments may limit an investor’s ability to recover damages from the Company.

The majority of the directors and officers of the Company are residents of Thailand. In addition, substantially all of the assets of the directors and officers of the Company are or may be located in Thailand. As a result, it may be difficult for investors to effect service of process upon the Company or its directors and officers outside Thailand or enforce against the Company or its directors and officers judgments obtained in courts outside of Thailand.

—22— Under Thai law, judgments entered by an English court or any other non-Thai courts, including actions under the civil liability provisions of the U.S. federal securities laws, are not enforceable in Thailand. An investor would have to bring a separate action or claim in Thailand. While a non-Thai judgment could be introduced as evidence in a court proceeding in Thailand, a Thai court would be free to examine de novo issues arising in the case. Thus, to the extent that investors are entitled to bring legal action against the Company, they may be limited in their remedies and any recovery in any Thai proceeding depending on the relevant court’s discretion. To the extent that investors are entitled to any recovery with respect to the Bonds in any Thai proceedings, recovery might be limited to payments in Baht.

The Thai government’s ability to successfully stabilise and protect the value of the Thai Baht is uncertain.

Currently, a managed float system is applied by the Bank of Thailand to maintain the value of the Thai Baht based on a basket of foreign currencies, the composition of which is based on Thailand’s main trading partner countries. There is no assurance that the current monetary policy will continue to be applied and that the value of the Thai Baht will not depreciate or fluctuate in the future. Given that substantially all of the Group’s assets and business transactions are denominated in Thai Baht, the inability of the Thai government to successfully stabilise and protect the value of the Thai Baht may materially and adversely affect the business, financial condition, results of operations, cash flows and prospects of the Group.

Risks Relating to the Bonds and the Shares

The Bonds may not be a suitable investment for all investors.

Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

i. have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Offering Circular or any applicable supplement;

ii. have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio;

iii. have sufficient financial resources and liquidity to bear all of the risks related to an investment in the Bonds, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;

iv. understand thoroughly the Terms and Conditions of the Bonds and be familiar with the behaviour of any relevant indices and financial markets; and

v. be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The Bonds are considered complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to the purchaser’s overall portfolios. A potential investor should not invest in the Bonds unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Bonds will perform under changing conditions, the resulting effects on the value of such Bonds and the impact this investment will have on the potential investor’s overall investment portfolio.

—23— Additionally, the investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Bonds are legal investments for it; (2) the Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase of any Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.

There is no existing market for the Bonds and an active trading market for the Bonds may not develop to provide liquidity for the Bonds.

The Bonds constitute a new issue of securities for which there is no existing market. No assurance can be given that an active trading market for the Bonds will develop, or as to the liquidity or sustainability of any such market, the ability of holders to sell their Bonds or the price at which Bondholders will be able to sell their Bonds. If an active market for the Bonds fails to develop or be sustained, this may have an adverse effect on the market value of the Bonds. Further, even if an active trading market were to develop, the Bonds could trade at prices that may be lower than the initial offering price of the Bonds.

Whether or not the Bonds will trade at lower prices depends on many factors, including (i) the prevailing interest rates and the market for similar securities, (ii) general economic conditions, and (iii) the Group’s financial condition, results of operations and future prospects as well as the market price and volatility of the Shares.

Bondholders will bear the risk of fluctuations in the price of the Shares.

The market price of the Bonds at any time will be affected by fluctuations in the price of the Shares. It is impossible to predict whether the price of the Shares will rise or fall. Trading prices of the Shares will be influenced by, among other things, the Company’s results of operations and political, economic, financial and other factors that can affect the markets in which the Shares are traded and the healthcare and other related industries in Thailand and in the region. Any decline in the price of the Shares would adversely affect the secondary market price of the Bonds. There can be no assurance that the price at which the Shares have historically traded will correspond to the price at which the Shares will trade in the market subsequent to the issue of the Bonds.

Bondholders will have no rights as holders of Shares until the Bonds are converted.

Unless the Bondholders acquire Shares upon conversion of the Bonds and until such Shares are registered in their names, the Bondholders will have no rights with respect to the Shares, including any voting rights or rights to receive any regular dividends or other distributions with respect to the Shares. If the Bonds are converted, converting holders will be entitled to exercise the rights as holders of the Shares only as to actions for which the applicable record date occurs after the holders are registered as holders of the Shares.

Following the exercise of the Bonds, the Company is entitled to exercise the Cash Settlement Option and pay for the Cash Settlement Amount (both terms are as defined in the “Terms and Conditions for the Bonds”). The holders of the Bonds may not always obtain the Shares following the exercise of the Conversion Rights.

The Bonds and any Shares received upon conversion are subject to restrictions on transfer.

The Bonds and any Shares received upon conversion of the Bonds are subject to restrictions on transfer as described under “Description of the Shares—Limitation on Foreign Ownership of Shares”. In addition, Thai Bondholders will be required to open a securities brokerage account and Bondholders seeking to exercise their conversion rights and receive Shares will be required to establish a trading

—24— account with a local securities brokerage firm in accordance with applicable Thai laws and regulations if they wish to subsequently dispose of the Shares on the SET. These requirements may further affect the liquidity of the Bonds and may limit a Bondholder’s ability to take advantage of short-term increases in the market price of our Shares.

There are limitations on the ability of bondholders to exercise conversion rights.

The Bonds are convertible into Shares at the option of a Bondholder pursuant to the terms and conditions of the Bonds. A Bondholder will be able to exercise their conversion right only within the conversion period specified in the terms and conditions of the Bonds and will not be able to exercise their conversion right during the Closed Conversion Periods (as defined in the “Terms and Conditions of the Bonds—Conversion”). See “Terms and Conditions of the Bonds”. As such, the ability of a Bondholder to exercise conversion rights will be restricted during these periods.

Shares reserved for conversion may not be sufficient.

As of the date of this Offering Circular, the Company has registered 542,183,478 authorised but unissued shares and has reserved them to be issued upon the conversion of the Bonds. If an adjustment event occurs and the aforementioned number of shares reserved for conversion of the Bonds are not sufficient, the Company will be required to seek further approval from its shareholders at a general meeting. During the time of seeking such approval or if approval from shareholders is not obtained, the Company may not have sufficient Shares to issue upon the conversion of the Bonds and may exercise the Cash Settlement Option in full or in part.

The Company is subject to foreign ownership restrictions.

Shareholding by foreign investors in the Company is limited. See “Description of the Shares—Limitation on Foreign Ownership of Shares”. Under the recently amended Articles of Association of the Company, foreign investors can hold up to 25.0% of the total issued shares of the Company with 5.0% of the Company’s shares specifically reserved for Bondholders following the exercise of their conversion rights. If foreign ownership in the Company exceeds 30.0% at the time when Bondholders exercise their conversion rights, such Bondholders may not receive their entitled Shares. They will instead receive NVDRs, which will entitle them to economic benefits in the same manner as Shares would, except for voting rights. In such cases, they would not be registered and recognised as shareholders of the Company and may not be able to vote at shareholders’ meetings.

Bondholders have limited anti-dilution protection.

The Conversion Price will be adjusted in the event that there is a Share subdivision or consolidation or reclassification, rights offering and equity issuances at less than the then Current Market Price (as defined in the “Terms and Conditions of the Bonds”), bonus issue, stock dividends, Capital Distributions (as defined in the “Terms and Conditions of the Bonds”) and other analogous dilutive events, but only in the circumstances and only to the extent provided in “Terms and Conditions of the Bonds —Conversion”. There is no requirement that there should be an adjustment for every corporate or other event that may affect the value of the Shares. Such events, should they occur, may adversely affect the value of the Shares and, therefore, where no adjustment is required to be made, adversely affect the value of the Bonds.

There is an absence of covenant protection for the Bonds.

Other than as described herein, the Trust Deed will not limit the Company’s ability to incur additional debt or liabilities (including secured indebtedness). The Trust Deed will not contain any provision specifically intended to protect Bondholders in the event of a future leveraged transaction

—25— by the Company (other than secured capital markets transactions in the circumstances described in the “Terms and Conditions of the Bonds”). The Company may, in the future, incur further indebtedness and other liabilities. The Company has provided, and may in the future provide, guarantees and/or indemnities in respect of such liabilities.

Fluctuations in the exchange rate between the Baht and U.S. Dollar may have a material adverse effect on the value of the Bonds or the Shares, independent of the operating results of the Company.

Although the Bonds are denominated in Baht, investors that purchase the Bonds are required to pay for them in U.S. Dollars. In addition, any payments of the Early Redemption Amount, the Cash Settlement Amount, or any other amounts are to be made in U.S. Dollars, to be converted from Baht at the Prevailing Exchange Rate (as defined in the “Terms and Conditions of the Bonds”) at the time of conversion. Therefore, investors are subject to currency fluctuation risk between the Baht and the U.S. Dollar. Investors are also subject to currency fluctuation risk and convertibility risk since the Shares are quoted in Baht on the SET, on which the Shares are listed.

The exchange rate between the Baht and the U.S. Dollar has changed substantially in the last two decades and may fluctuate substantially in the future. See “Exchange Rates”.

The Company may not be in a position to meet its obligations to pay or redeem the Bonds.

In certain circumstances, Bondholders may require the Company to redeem all or a portion of the Bonds and the Company would be required to pay all amounts then due under the Bonds. The Company may not be able to make required payments in connection with the Bonds. In particular, upon a Change of Control of the Company or a Delisting (each such term as defined in the “Terms and Conditions of the Bonds”) of the Shares from the SET, Bondholders may require the Company to repurchase all (or a portion of) such Bondholders’ Bonds. Following acceleration of the Bonds upon an event of default, the Company would be required to pay all amounts then due under the Bonds which it may not be able to meet for reasons described elsewhere in these risk factors. The Company’s ability to generate sufficient cash flows to meet its payment obligations under the Bonds also is subject to risks.

The Thai securities market is relatively small and may subject the market price of the Shares to greater volatility.

The Thai securities market is not as large or as active as the securities markets in the United States and certain other countries. As a result, the Thai securities market has been less liquid and more volatile than many other markets. The market price of our Shares may be adversely affected by the lack of liquidity on the SET. These market characteristics may limit the ability of a holder of the Shares to sell the Shares and may also affect the market price of the Shares. From time to time, the volumes traded on the Foreign Board (established for trading shares registered in the name of non-Thai persons) have been significantly lower compared to those traded on the Domestic Board. In addition, shares have at times traded on the Foreign Board at a premium to those quoted on the Domestic Board. There can be no assurance as to whether such price differentials will or will not exist on any particular trading date, or that there will be sufficient liquidity on the Foreign Board on any particular future trading date to enable an investor to sell any or all of its Shares at the price then quoted for trades on the Foreign Board.

Future issues or sales of the Shares may significantly affect the trading price of the Bonds or the Shares and such issues or sales may not result in an adjustment to the conversion price in the Terms and Conditions of the Bonds and the Trust Deed.

A future issue of Shares by the Company or the disposal of Shares by any of the major shareholders of the Company, or the perception that such issues or sales may occur, may significantly affect the trading price of the Bonds or the Shares. Other than the lock-up contained in the Subscription Agreement, there is no restriction on the Company’s ability to issue Shares or the ability

—26— of its major shareholders to dispose of, encumber or pledge its Shares. There is also no assurance that the Company will not issue Shares (other than as described above) or that such issue will result in an adjustment to the conversion price in the Terms and Conditions of the Bonds and the Trust Deed (as defined in the “Terms and Conditions of the Bonds”).

The imposition of foreign exchange restrictions may have an adverse effect on foreign investors’ ability to acquire Thai securities, including the Bonds and the Shares, or repatriate the interest, dividends or sale proceeds from those securities.

The Thai government may impose foreign exchange restrictions in certain emergency situations, including situations where there are sudden fluctuations in interest rates or exchange rates, where the Government experiences extreme difficulty in stabilising the balance of payments or where there are substantial disturbances in the financial and capital markets in Thailand. These restrictions may require foreign investors to obtain approval from governmental authorities or the Bank of Thailand before acquiring Thai securities or repatriating the interest or dividends from those securities or the proceeds from the sale of those securities. No assurance can be given that these restrictions will not adversely affect, among other things, the secondary market price of the Bonds.

A Bondholder’s ability to participate in any future rights offerings may be limited.

Thai public companies have from time to time issued new shares through rights offerings. Compliance with securities laws or other regulatory provisions in some jurisdictions, including the United States, may prevent certain investors from participating in any future rights issuances and thereby result in dilution of their existing shareholdings.

The interests of the Company’s major shareholders may conflict with the interests of Bondholders.

As of 3 July 2014, 23.2% of the Shares are owned by Prasert Prasarttong-Osoth and related parties and 15.1% of the Shares are owned by Wichai Thongtang and related parties. The major shareholders may exert significant influence over the Company, including, depending on the number of shareholders who attend the Company’s shareholders’ meetings, the power to elect a majority of the Company’s board of directors and determine the outcome of any action requiring shareholder approval, as well as the power to affect the Company’s legal and capital structure and the Company’s day-to-day operations. The Company’s major shareholders have other business interests outside the Company and its subsidiaries and may take actions that favour the interests of such other companies over the interests of the Company and its subsidiaries or that may conflict with the interests of Bondholders.

The Trustee may request Bondholders to provide an indemnity and/or security and/or prefunding to its satisfaction.

In certain circumstances, including without limitation the giving of notice pursuant to Condition 10.1 and the taking of enforcement proceedings pursuant to Condition 13, the Trustee may require Bondholders to provide an indemnity and/or security and/or prefunding to its satisfaction before it takes actions on behalf of Bondholders. The Trustee shall not be obliged to take any such actions if not indemnified and/or secured and/or prefunded to its satisfaction. Negotiating and agreeing to an indemnity and/or security and/or prefunding can be a lengthy process and may impact when such actions can be taken. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity or security or prefunding to it, in breach of the terms of the Trust Deed or in circumstances where there is uncertainty or dispute as to the applicable laws or regulations. To the extent permitted by the Trust Deed, the Terms and Conditions of the Bonds and applicable laws and regulations, it will be for the Bondholders to take such actions directly.

—27— The approval of holders of at least 20% in principal amount of the Bonds for the time being outstanding will be required in order for Bondholders to direct the Trustee to accelerate the Bonds pursuant to Condition 10 of the Terms and Conditions of the Bonds.

If the Bondholders wish to direct the Trustee to accelerate the Bonds following the occurrence of an event of default under Condition 10 of the Terms and Conditions of the Bonds, the Bondholders directing the Trustee must hold at least 20% in principal amount of the Bonds for the time being outstanding or an Extraordinary Resolution (as defined in the Trust Deed) must be approved by holders. There can be no assurance that such approval would be obtained and if it is not obtained, the Bondholders will not be able to direct the Trustee to accelerate the Bonds.

Certain modifications of the Terms and Conditions of the Bonds may adversely affect the rights of Bondholders.

The Terms and Conditions of the Bonds contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders, including Bondholders who did not attend and vote at the relevant meeting or Bondholders who voted in a manner contrary to the majority. The Terms and Conditions of the Bonds also provide that the Trustee may, without the consent of Bondholders, agree to (i) any modification to the Bonds, the Agency Agreement or the Trust Deed which is not, in the opinion of the Trustee, materially prejudicial to the interests of the Bondholders or (ii) any modification to the Bonds or the Trust Deed which, in the Trustee’s opinion, is of a formal, minor or technical nature or to correct a manifest error to comply with mandatory provisions of law.

As the Global Certificate is held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with the Issuer.

The Bonds will be represented by the Global Certificate except in certain limited circumstances described under “Summary of Provisions relating to the Bonds while in Global Form”. The Global Certificate will be deposited with, and registered in the name of a nominee for, a common depositary for Euroclear and Clearstream, Luxembourg. Except in certain limited circumstances described under “Provisions Relating to the Bonds Represented by the Global Certificate”, investors will not be entitled to receive Certificates. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Certificate.

While the Bonds are represented by the Global Certificate, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg. The Issuer will discharge its payment obligations under the Bonds by making payments to or to the order of the common depositary for Euroclear and Clearstream, Luxembourg for distribution to their accountholders. A holder of a beneficial interest in the Global Certificate must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Bonds.

The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Certificate. Holders of beneficial interests in the Global Certificate will not have a direct right to vote in respect of the Bonds. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies.

Similarly, holders of beneficial interests in the Global Certificate will not have a direct right under the Global Certificate to take enforcement action against the Issuer in the event of default under the Bonds but will have to rely upon the Trustee to enforce their rights under the Trust Deed and the Bonds.

—28— There are risks related to the EU Directive on the taxation of savings income.

EC Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”) requires EU Member States to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual or certain other persons established in that other EU Member State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period they elect otherwise. The Luxembourg government has announced its intention to elect out of the withholding system in favour of an automatic exchange of information with effect from 1 January 2015. On 24 March 2014, the Council of the European Union adopted a Directive (the “Amending Directive”) amending the Savings Directive, which, when implemented, will amend and broaden the scope of the requirements described above. In particular, the Amending Directive will broaden the circumstances in which information must be provided or tax withheld pursuant to the Savings Directive, and will require additional steps to be taken in certain circumstances to identify the beneficial owner of interest (and other income) payments. EU Member States have until 1 January 2016 to adopt national legislation necessary to comply with this Amending Directive, which legislation must apply from 1 January 2017. Investors should inform themselves of, and where appropriate take advice on, the impact of the Savings Directive and the Amending Directive on their investment.

If a payment were to be made or collected through an EU Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to the Savings Directive or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Bond as a result of the imposition of such withholding tax. Furthermore, once the Amending Directive is implemented and takes effect in EU Member States, such withholding may occur in a wider range of circumstances than at present, as explained above. The Issuer is required to maintain a Paying Agent with a specified office in an EU Member State that is not obliged to withhold or deduct tax pursuant to any law implementing the Savings Directive or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to such Directive, which may reduce an element of this risk. Investors should choose their custodians or intermediaries with care, and provide each custodian or intermediary with any information that may be necessary to enable such persons to make payments free from withholding and in compliance with the Savings Directive.

Changes in accounting standards may impact the Group’s financial condition or the classification of the Bonds.

The Company prepares and presents its financials in accordance with TFRS. In recent years, the Company stated its financial statements for the year ended 31 December 2012 due to the adoption of Thai Accounting Standard 12 Income Taxes, which resulted in a change in the accounting policy. There may be new and revised accounting standards and interpretations in the future, requiring the adoption of new accounting policies. There can be no assurance that the adoption of new accounting policies or new TFRS will not have a significant impact on the Company’s financial condition and results of operations.

—29— MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE SHARES

The Shares are currently listed on the SET.

The table below sets forth, for the periods indicated, the high and low quoted closing prices per Share in Baht as quoted on the SET, the average daily trading volume of the Shares traded on the SET and the high and low of the SET Index.

Closing price per Share SET Index Average daily High Lowtrading volume High Low

(Baht) (Baht) (number of Shares in millions) 2011 First Quarter...... 5.48 4.58 36.46 1,050.98 949.09 Second Quarter...... 5.35 5.00 23.11 1,109.92 1,010.32 Third Quarter ...... 6.85 5.33 26.97 1,144.14 904.06 Fourth Quarter ...... 8.20 6.10 14.01 1,046.73 855.45 2012 First Quarter...... 9.18 7.10 26.21 1,207.67 1,036.21 Second Quarter...... 10.00 8.50 22.86 1,240.03 1,099.15 Third Quarter ...... 11.10 9.68 26.38 1,298.79 1,172.92 Fourth Quarter ...... 11.50 10.45 36.39 1,397.19 1,274.02 2013 First Quarter...... 17.10 11.20 38.39 1,598.13 1,391.93 Second Quarter...... 17.50 13.00 29.94 1,643.43 1,364.09 Third Quarter ...... 16.50 12.00 37.72 1,513.31 1,275.76 Fourth Quarter ...... 14.35 11.75 26.69 1,484.72 1,298.71 2014 January...... 12.15 10.85 19.73 1,314.63 1,224.62 February ...... 12.90 11.80 18.07 1,332.37 1,276.84 March...... 13.50 12.80 19.38 1,377.10 1,339.21 April ...... 14.80 13.10 29.03 1,423.39 1,379.34 May...... 16.60 14.90 59.14 1,421.48 1,375.14 June ...... 16.90 16.10 32.08 1,485.75 1,440.94 July ...... 17.60 16.00 44.75 1,543.92 1,491.81 August ...... 19.50 17.20 39.62 1,564.58 1,500.20 September (up to 10 September 2014) ..... 19.70 18.30 24.66 1,584.77 1,565.35

Source: Bloomberg

The Share price presented here has been adjusted to reflect the change in par value from Baht 1.00 per Share to Baht 0.10 per Share by the Company in April 2014, which resulted in an increase in the number of the Shares from 1,700,004,771 Shares to 17,000,047,710 Shares.

The closing price of the Shares on 10 September 2014 was Baht 18.30 per Share, as quoted on the SET.

—30— TERMS AND CONDITIONS OF THE BONDS

The following other than the words in italics is the text of the Terms and Conditions of the Bonds which will appear on the reverse of each of the definitive certificates evidencing the Bonds:

The issue of THB10,000,000,000 U.S. Dollar Settled Zero Coupon Convertible Bonds due 2019 (the “Bonds”, which term shall include, unless the context requires otherwise, any further Bonds issued in accordance with Condition 16 and consolidated and forming a single series therewith) of the Issuer and the right of conversion into Shares (as defined in Condition 6.1), was (save with respect of any such further Bonds) authorised by resolutions of the Board of Directors of the Issuer passed on 18 June 2014 and of the Shareholders of the Issuer passed on 5 August 2014. All amounts due under, and all claims arising out of or pursuant to, the Bonds from or against the Issuer shall be payable and settled in U.S. Dollars only in accordance with the provisions of these terms and conditions (the “Conditions”). The Bonds are constituted by a trust deed (as amended or supplemented from time to time, the “Trust Deed”) dated 18 September 2014 and made between the Issuer and the Trustee, which term shall, where the context so permits, include all other persons for the time being acting as trustee or trustees under the Trust Deed. The Issuer has entered into a paying, conversion and transfer agency agreement (as amended or supplemented from time to time, the “Agency Agreement”) with the Trustee, The Bank of New York Mellon, London Branch, as principal paying agent and principal conversion agent (collectively, the “Principal Agent”), The Bank of New York Mellon (Luxembourg) S.A. as registrar (the “Registrar”) and as transfer agent (the “Transfer Agent”) and the other paying agents, conversion agents and transfer agents appointed under it (each a “Paying Agent”, a “Conversion Agent”ora“Transfer Agent” (references to which shall include the Registrar), as applicable, and together with the Registrar, the Transfer Agent and the Principal Agent, the “Agents”) relating to the Bonds. References to the “Principal Agent”, the “Registrar”, the “Transfer Agent” and the “Agents” below are references to the principal agent, the registrar, the transfer agent and the agents for the time being for the Bonds. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed. Unless otherwise defined, terms used in these Conditions have the meaning specified in the Trust Deed. Copies of the Trust Deed and of the Agency Agreement are available for inspection at the principal place of business in London of the Trustee being at the date hereof at One Canada Square, London E14 5AL, United Kingdom and at the specified office for the time being of the Principal Agent. The Bondholders (as defined in Condition 2.2) are entitled to the benefit of the Trust Deed and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions of the Agency Agreement applicable to them. References herein to “Baht” is to the lawful currency of Thailand and references to “U.S. Dollars”or“U.S.$” are to the lawful currency of the United States of America.

1 STATUS

The Bonds constitute direct, unsubordinated, unconditional and (subject to the provisions of Condition 4) unsecured obligations of the Issuer, and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by mandatory provisions of applicable law and subject to Condition 4, at all times rank at least equally with all of its other present and future direct, unsubordinated, unconditional and unsecured obligations.

2 FORM, DENOMINATION AND TITLE

2.1 Form and Denomination

The Bonds are issued in registered form in the denomination of THB10,000,000 each and integral multiples of THB1,000,000 in excess thereof without coupons attached. A bond

—31— certificate (each a “Certificate”) will be issued to each Bondholder in respect of its registered holding of Bonds. Each Bond and each Certificate will be numbered serially with an identifying number which will be recorded on the relevant Certificate and in the Register (as defined below) which the Issuer will procure to be kept by the Registrar.

Upon issue, the Bonds will be represented by a Global Certificate registered in the name of a nominee of, and deposited with, a common depositary for Euroclear Bank S.A./N.V and Clearstream Banking, société anonyme. The Conditions are modified by certain provisions contained in the Global Certificate.

2.2 Title

Title to the Bonds passes only by transfer and registration in the Register as described in Condition 3. The holder of any Bond will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Conditions, “Bondholder” and (in relation to a Bond) “holder” means the person in whose name a Bond is registered.

3 TRANSFERS OF BONDS; ISSUE OF CERTIFICATES

3.1 Register

The Issuer will cause the Register to be kept at the specified office of the Registrar outside Thailand and the United Kingdom and in accordance with the terms of the Agency Agreement, on which shall be entered the names and addresses of the holders of the Bonds and the particulars of the Bonds held by them and of all transfers of the Bonds (the “Register”). Each Bondholder shall be entitled to receive only one Certificate in respect of its entire holding of Bonds.

3.2 Transfers

Subject to Condition 3.5 and the terms of the Agency Agreement, a Bond may be transferred or exchanged by delivery of the Certificate issued in respect of that Bond, with the form of transfer on the back duly completed and signed by the holder or his attorney duly authorised in writing, to the specified office of the Registrar or any of the Transfer Agents. No transfer of title to a Bond will be valid unless and until entered on the Register.

Transfers of interests in the Bonds evidenced by the Global Certificate will be effected in accordance with the rules of the relevant clearing systems.

3.3 Delivery of New Certificates

3.3.1 Each new Certificate to be issued upon a transfer or exchange of Bonds will, within seven Business Days (as defined below) of receipt by the Registrar or, as the case may be, any other relevant Transfer Agent of the form of transfer duly completed and signed, be made available for collection at the specified office of the Registrar or such other relevant Transfer Agent or, if so requested in the form of transfer, be mailed by uninsured mail at the risk of the holder entitled to the Bonds (but free of charge to the holder) to the address specified in the form of transfer. The form of transfer is available at the specified office of the Transfer Agent.

—32— Except in the limited circumstances described in the Global Certificate, owners of interests in the Bonds represented by the Global Certificate will not be entitled to receive definitive Certificates in respect of their individual holdings of Bonds.

3.3.2 Where only part of a principal amount of the Bonds (being that of one or more Bonds) in respect of which a Certificate is issued is to be transferred, exchanged, converted or redeemed, a new Certificate in respect of the Bonds not so transferred, exchanged, converted or redeemed will, within seven Business Days of delivery of the original Certificate to the Registrar or other relevant Transfer Agent, be made available for collection at the specified office of the Registrar or such other relevant Transfer Agent or, if so requested in the form of transfer, be mailed by uninsured mail at the risk of the holder of the Bonds not so transferred, exchanged or converted (but free of charge to the holder) to the address of such holder appearing on the Register.

3.3.3 For the purposes of these Conditions, “Business Day” shall mean a day which is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City, London and Bangkok.

3.4 Formalities Free of Charge

Registration of a transfer of Bonds will be effected without charge by or on behalf of the Issuer or any of the Agents, but upon (i) payment (or the giving of such indemnity and/or security as the Issuer or any of the Agents may require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer; and (ii) the Issuer or the relevant Transfer Agent being satisfied that the regulations concerning transfer of Bonds have been complied with.

3.5 Closed Periods

No Bondholder may require the transfer of a Bond to be registered (i) during the period of five Business Days ending on (and including) the dates for redemption pursuant to Condition 8.2 and Condition 8.4; (ii) after a Conversion Notice (as defined in Condition 6.2) has been delivered with respect to a Bond; (iii) after a notice of redemption has been deposited (pursuant to Condition 8.3) in respect of such a Bond; and (iv) after a Change of Control Put Exercise Notice (as defined in Condition 8.5) or a Delisting Put Redemption Notice (as defined in Condition 8.6) has been deposited in respect of such a Bond; each such period being a “Closed Period”.

3.6 Regulations

All transfers of Bonds and entries on the Register will be made subject to the detailed regulations concerning transfer of Bonds scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Trustee and the Registrar, and by the Registrar, with the prior written approval of the Trustee. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Bondholder upon request.

4 NEGATIVE PLEDGE

So long as any Bond remains outstanding (as defined in the Trust Deed), the Issuer will not, and the Issuer shall ensure that no Principal Subsidiary (as defined in Condition 10) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), without at the same time or prior thereto according to the Bonds the same security as is

—33— created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as either (i) the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or (ii) shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders.

For the purposes of this Condition 4, “Relevant Indebtedness” means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities (but for the avoidance of doubt excluding term loans, credit facilities, credit agreements and other similar facilities and evidence of indebtedness under such loans, facilities or credit agreements) which are, or are capable of being, quoted, listed, ordinarily dealt in or traded on any stock exchange, over-the-counter or other securities market, or (ii) any guarantee or indemnity of any such indebtedness and which are denominated, payable or optionally payable in a currency other than Baht or which are denominated, payable or optionally payable in Baht and more than 50.0% of the aggregate principal amount of which is initially distributed outside Thailand by or with the authority of the Issuer.

5 INTEREST

Save as set out in Condition 7.5, the Bonds do not bear interest.

6 CONVERSION

6.1 Conversion Right

6.1.1 Conversion Period: Subject as hereinafter provided, Bondholders have the right to convert their Bonds into Shares at any time during the Conversion Period referred to below.

The right of a Bondholder to convert any Bond into Shares is called the “Conversion Right”. Subject to and upon compliance with the provisions of this Condition 6, the Conversion Right attaching to any Bond may be exercised, at the option of the holder thereof, at any time on and after 29 October 2014 up to the close of business (at the place where the Certificate evidencing such Bond is deposited for conversion) on 8 September 2019 (except as provided in Condition 6.1.4) or if such Bond shall have been called for redemption before 8 September 2019, then up to the close of business (at the place aforesaid) on a date no later than 10 days prior to the date fixed for redemption thereof (the “Conversion Period”).

Conversion Rights may not be exercised in relation to any Bond during any period (a “Closed Conversion Period”) (a) commencing on the record date for determination of the shareholders of the Issuer entitled to receive notice of the Issuer’s annual general shareholders’ meeting or any extraordinary shareholders’ meeting of the Issuer and ending on the date of such meeting or (b) commencing on the record date for determination of the shareholders of the Issuer entitled to receipt of dividends, rights and other benefits and ending on the date of receipt of such dividend, right or benefit. The Issuer will give notice of such Closed Conversion Period to the Trustee, the Bondholders and the Conversion Agent prior to the beginning of each such period.

The number of Shares to be issued on conversion of a Bond will be determined by dividing the principal amount of the Bond to be converted by the Conversion Price in effect at the Conversion Date (the “Conversion Ratio”). A Conversion Right may only be exercised in respect of one or more Bonds.

—34— 6.1.2 Fractions of Shares: Fractions of Shares will not be issued on conversion and no cash adjustments will be made in respect thereof. However, if the Conversion Right in respect of more than one Bond is exercised at any one time such that Shares to be issued on conversion are to be registered in the name of the same Bondholder, the number of such Shares to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Bonds being so converted and rounded down to the nearest whole number of Shares. Notwithstanding the foregoing, in the event of a consolidation or re-classification of Shares by operation of law or otherwise occurring after 10 September 2014 which reduces the number of Shares outstanding, the Company will upon conversion of Bonds pay in cash (in the U.S. Dollar Equivalent) a sum equal to such portion of the principal amount of the Bond or Bonds evidenced by the Certificate deposited in connection with the exercise of Conversion Rights as corresponds to any fraction of a Share not issued as a result of such consolidation or re-classification as aforesaid, if such sum exceeds U.S.$10.00. Any such sum shall be paid by means of a U.S. Dollar cheque drawn on a bank in New York City.

6.1.3 Conversion Price and Conversion Ratio: The price at which Shares will be issued upon conversion, as adjusted from time to time (the “Conversion Price”) will initially be Baht 21.045 per Share but will be subject to revision and/or adjustment in the manner provided in Condition 6.3.

6.1.4 Revival and/or survival after Default: Notwithstanding the provisions of Condition 6.1.1, if (a) the Issuer shall default in making payment in full in respect of any Bond which shall have been called for redemption on the date fixed for redemption thereof, (b) any Bond has become due and payable prior to the Maturity Date (as defined in Condition 8.1) by reason of the occurrence of any of the events referred to in Condition 10 or (c) any Bond is not redeemed on the Maturity Date in accordance with Condition 8.1, the Conversion Right attaching to such Bond will revive and/or will continue to be exercisable up to, and including, the close of business (at the place where the Certificate evidencing such Bond is deposited for conversion) on the date upon which the full amount of the moneys payable in respect of such Bond has been duly received by the Principal Agent or the Trustee and notice of such receipt has been duly given to the Bondholders or if the default has by agreement been cured and, notwithstanding the provisions of Condition 6.1.1, any Bond in respect of which the Certificate and Conversion Notice are deposited for conversion prior to such date shall be converted on the relevant Conversion Date (as defined in Condition 6.2.1(ii)) notwithstanding that the full amount of the moneys payable in respect of such Bond shall have been received by the Principal Agent or the Trustee before such Conversion Date or that the Conversion Period may have expired before such Conversion Date.

6.1.5 Meaning of “Shares”: As used in these Conditions, the expression “Shares” means ordinary shares with a par value of Baht 0.10 each of the Issuer (which include ordinary shares of the Issuer listed on the SET or shares of any class or classes resulting from any subdivision, consolidation or re-classification of those shares, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Issuer; provided however for the avoidance of doubt, subject to the right of the Issuer to make the cash settlement election set forth in Condition 6.2.6, the delivery of Shares upon any conversion of the Bonds shall be at the Issuer’s election either in the form of ordinary shares of the Issuer that are capable of being registered in the name of non-Thai nationals, or NVDRs issued in respect thereof.

—35— 6.2 Conversion Procedure

6.2.1 Conversion Notice:

(i) To exercise the Conversion Right attaching to any Bond, the holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of any Conversion Agent a notice of conversion (a “Conversion Notice”) in duplicate in the form (for the time being current) obtainable from the specified office of each Agent, together with the relevant Certificate and any amounts required to be paid by the Bondholder under Condition 6.2.2.

(ii) The conversion date in respect of a Bond (the “Conversion Date”) must fall at a time when the Conversion Right attaching to that Bond is expressed in these Conditions to be exercisable (subject to the provisions of Condition 6.1.4 above) and will be deemed to be the Trading Day (as defined in Condition 6.4(i) below) immediately following the date of the surrender of the Certificate in respect of such Bond and delivery of such Conversion Notice and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right. A Conversion Notice once delivered shall be irrevocable and may not be withdrawn unless the Issuer consents in writing to such withdrawal.

6.2.2 Stamp Duty etc.: A Bondholder delivering a Certificate in respect of a Bond for conversion must pay to the relevant Conversion Agent any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital or stamp duties payable in Thailand and, if relevant, in the place of the Alternative Stock Exchange, by the Issuer in respect of the allotment and issue of Shares and listing of the Shares on the SET or any Alternative Stock Exchange on conversion) (the “Taxes”) and such Bondholder must pay all, if any, Taxes arising by reference to any disposal or deemed disposal of a Bond in connection with such conversion. The Issuer will pay all other expenses arising on the issue of Shares on conversion of Bonds. The Bondholder (and, if applicable, the person other than the Bondholder to whom the Shares are to be issued) must provide the Agent with details of the amounts paid or payable to the relevant tax authorities by it in settlement of Taxes payable pursuant to this Condition 6.2.2. None of the Issuer, the Trustee or any Agent is under no obligation to determine whether a Bondholder is liable to pay any Taxes including capital, stamp, issue, registration or similar taxes and duties or the amounts payable (if any) in connection with this Condition 6.2.2 or to determine the amount of any such Taxes and duties and shall not be liable for any failure by any Bondholder to make any such payment or the sufficiency of any amounts paid by them. If the Issuer shall fail to pay any Taxes or capital or stamp duties for which it is responsible as provided above, the relevant Bondholder shall be entitled to tender and pay the same and the Issuer, as a separate and independent stipulation, covenants to reimburse and indemnify each Bondholder in respect of any payment thereof and any penalties payable in respect thereof.

6.2.3 Registration: Immediately after each Conversion Date, the Issuer shall ensure that all the necessary steps are taken for the due issue of the Shares issuable on conversion of the relevant Bonds. Subject to the provisions of Condition 6.2.6, not later than five Business Days after the Conversion Date, the Issuer shall register or procure The Thailand Securities Depository Co., Ltd (the “TSD”) to record the person or persons designated for the purpose in the Conversion Notice as holder(s) of the relevant number of Shares in the Issuer’s share register (which may be subsequently retroactively adjusted to reflect any adjustment of the Conversion Price pursuant to the Conditions) and, after such entry on the register, (a) if the Bondholder has also

—36— requested in the Conversion Notice and to the extent permitted under the rules and procedures of the TSD effective from time to time, shall within five Business Days cause scripless Shares to be delivered through the TSD into the securities account specified in the relevant Conversion Notice for as long as the Shares are listed in the SET or, (b) if so requested in the Conversion Notice by Bondholders, shall within 15 Business Days make or cause to be made a certificate or certificates for the relevant Shares available for collection at the office of the Issuer’s share registrar in Thailand (currently the TSD) (the “Share Registrar”) notified to Bondholders in accordance with Conditions 17 or, (c) if so requested in the relevant Conversion Notice by Bondholders, shall within 15 Business Days mail or cause to be mailed (at the risk of the person to whom such certificates are sent) such certificate or certificates for the relevant Shares to the person and at the place specified in the Conversion Notice, together with any other securities, property or cash required to be delivered upon conversion and such assignments and other documents (if any) as may be required by law to effect the transfer thereof, in which case (under (b) or (c) above of this Condition 6.2.3) a single share certificate will be issued in respect of all Shares issued on conversion of Bonds subject to the same Conversion Notice and which are to be registered in the same name.

Bonds which are converted will be cancelled by removal of the Bondholder’s name from the Register on the relevant Registration Date (as defined in Condition 6.2.4) or at the time the Cash Settlement Amount is paid in accordance with Condition 6.2.6.

If the Conversion Date in relation to any Bond shall be after the record date for any issue, distribution, grant, offer or other event as gives rise to the adjustment of the Conversion Price pursuant to Condition 6.3, but before the relevant adjustment becomes effective under the relevant Condition, upon the relevant adjustment becoming effective, the Issuer shall procure the issue to the converting Bondholder (or in accordance with the instructions contained in the Conversion Notice (subject to applicable exchange control or other laws or other regulations)), such additional number of Shares or the cash equivalent amount in U.S. Dollars (calculated by multiplying such number of Shares by the arithmetic average of the Volume Weighted Average Price of one Share for each day during the five Trading Days ending on the Conversion Date, exchanged into U.S. Dollars by applying the Prevailing Exchange Rate as, together with the Shares issued or to be issued on conversion of the relevant Bond, is equal to the number of Shares which would have been required to be issued on conversion of such Bond if the relevant adjustment to the Conversion Price had been made and become effective immediately after the relevant record date.

Notwithstanding anything to the contrary, the obligation of the Issuer to deliver any Shares on exercise of Conversion Rights may, at the election of the Issuer, be satisfied by delivery of Shares or NVDRs issued in respect thereof.

6.2.4 Registration Date: The person or persons specified in the Conversion Notice shall become the holder of record of the number of Shares issuable upon conversion with effect from the date he is or they are registered as such in the Issuer’s shareholders’ register (the “Registration Date”). The Shares issued upon conversion of the Bonds shall in all respects rank pari passu with the Shares in issue on the relevant Registration Date as if the Shares issued on conversion had been issued on such date (except for any right excluded by mandatory provisions of applicable law and subject to the provisions of Condition 6.2.6). Save as set out below, a holder of Shares issued on conversion of Bonds shall not be entitled to any rights attaching to such Shares prior to the record date which precedes the relevant Registration Date.

—37— If the record date for the payment of any dividend or other distribution in respect of the Shares to be issued to the converting Bondholder or his Designated Holder (as defined in Condition 6.2.5) is on or after the Conversion Date in respect of any Bond, but before the Registration Date, the Issuer shall pay to the converting Bondholder or his Designated Holder in lieu of such dividend or distribution the U.S. Dollar Equivalent of an amount (the “Equivalent Amount”) equal to any such dividend or other distribution to which he would have been entitled had he on that record date been such a shareholder of record of such Shares on that record date and shall make the payment to the Bondholder or his Designated Holder five Business Days after the Registration Date. The Equivalent Amount shall be paid by means of a U.S. Dollar cheque drawn on, or by transfer to a U.S. Dollar denominated account maintained by the payee with, a bank in New York City, in accordance with instructions given by the relevant Conversion Notice. In the event the Equivalent Amount is payable to such Bondholder pursuant to this Condition, there will be no delivery of any additional Shares pursuant to any retroactive adjustment to the Conversion Price.

“U.S. Dollar Equivalent” of any amount in Baht on any day means the Baht amount converted into U.S. Dollars using the Prevailing Exchange Rate (as defined in Condition 6.2) for the relevant Rate Calculation Date (as defined in Condition 6.2.6).

6.2.5 Cash Settlement: Notwithstanding the Conversion Right of each Bondholder in respect of each Bond, at any time when the delivery of Shares deliverable upon conversion of the Bonds is required to satisfy the Conversion Right in respect of a Conversion Notice, the Issuer shall have the option to pay to the relevant Bondholder a Cash Settlement Amount (as defined below) in order to satisfy such Conversion Right in full or in part (in which case the other part shall, subject to Condition 6.2.5, be satisfied by the delivery of Shares) (the “Cash Settlement Option”). In order to exercise the Cash Settlement Option, the Issuer shall provide notice of the exercise of the Cash Settlement Option (the “Cash Settlement Notice”) to the relevant Bondholder as soon as practicable but no later than the fifth Business Day following the date of delivery of the Conversion Notice (the “Cash Settlement Notice Date”). The Cash Settlement Notice must specify the number of Shares in respect of which the Issuer will make a cash payment in lieu of Shares in the manner described in this Condition. The Issuer shall pay the Cash Settlement Amount on a Payment Business Day (as defined below) not less than five Trading Days but no more than 10 Trading Days following the Cash Settlement Notice Date. If the Issuer exercises its Cash Settlement Option in respect of Bonds held by more than one Bondholder which are to be converted on the same Conversion Date, the Issuer shall make the same proportion of cash and Shares available to such converting Bondholders.

For the purpose of these Conditions:

“Cash Settlement Amount” means the product of (i) the number of Shares otherwise deliverable upon exercise of the Conversion Right in respect of the Bond(s) to which the Conversion Notice applies, and in respect of which the Issuer has elected the Cash Settlement Option and (ii) the arithmetic average of the daily Volume Weighted Average Price (as defined below) of the Shares translated into U.S. Dollars on each day at the Prevailing Exchange Rate for each day during the five Trading Days immediately following the Cash Settlement Notice Date;

—38— “Prevailing Exchange Rate”, for each Rate Calculation Date, means a rate determined by the Issuer in good faith as follows:

(a) the exchange rate, expressed as the amount of Baht per one U.S. Dollar, which appears next to the heading “USD/THB Spot Rate” at the top of the Relevant Reuters Page (or any successor page thereto) at 11.00 a.m. (Bangkok time) on the Rate Calculation Date;

(b) if no such rate is available under paragraph (a) above of this definition, the exchange rate, expressed as the amount of Baht per one U.S. Dollar, which appears on the Relevant Bloomberg Page (or any successor page thereto) as the “Mid” rate at 11.00 a.m. (Bangkok time) on the Rate Calculation Date;

(c) if no such rate is available under paragraphs (a) and (b) above of this definition, the prevailing exchange rate determined by the Issuer in good faith on the basis of quotations provided by the Reference Dealers of the specified exchange rate for the Rate Calculation Date as obtained in accordance with the provisions below; and

(d) if fewer than two quotations are provided under paragraph (c) above of this definition, the exchange rate for the Rate Calculation Date as shall be determined by an Independent Investment Bank (as defined in Condition 6.4(g)).

In determining the prevailing exchange rate under paragraph (c) above of this definition, the Issuer will request the Bangkok office of each of the Reference Dealers to provide a quotation of what the specified screen rate would have been had it been published, reported or available for the Rate Calculation Date, based upon each Reference Dealer’s experience in the foreign exchange market for Baht and general activity in such market on the Rate Calculation Date. The quotations used to determine the Prevailing Exchange Rate for a Rate Calculation Date will be determined in each case for such Rate Calculation Date, and will be requested at 11.00 a.m. (Bangkok time) on such Rate Calculation Date or as soon as practicable after it is determined that the specified screen rate was not available.

If four quotations are provided, the rate for a Rate Calculation Date will be the arithmetic mean of the rates, without regard to the rates having the highest and lowest value. For this purpose, if more than one quotation has the same highest value or lowest value, then the rate of only one of such quotations shall be disregarded. If two or three quotations are provided, the rate for a Rate Calculation Date will be the arithmetic mean of the rates provided.

In the event the Issuer fails to determine the Prevailing Exchange Rate in accordance with (a), (b), (c) or (d) above of this definition, the “Prevailing Exchange Rate” for the relevant Rate Calculation Date shall be determined in good faith by an independent investment bank appointed, at the expense of the Issuer, by the Trustee;

“Rate Calculation Date” means the day which is two business days in Thailand before the due date of the relevant amount under these Conditions or, in the case of any amounts payable in accordance with Condition 10, the day which is two business days in Thailand before the date the Trustee notifies the Issuer that the Bonds are due and payable in accordance with the provisions of Condition 10;

“Reference Dealers” means four leading dealers engaged in the foreign exchange market of the U.S. Dollar/Thai Baht currency pair selected by the Issuer and notified in writing to the Principal Agent;

—39— “Relevant Bloomberg Page” means the BFIX USDTHB Page;

“Relevant Reuters Page” means the TFEXTHBFIX Page; and

“Volume Weighted Average Price” means, in respect of a Share on any Trading Day, the order book volume-weighted average price of a Share appearing on or derived from Bloomberg screen VWAP Page or such other source as shall be determined to be appropriate by an Independent Investment Bank in writing on such Trading Day, provided that on any such Trading Day where such price is not available or cannot otherwise be determined as provided above, the Volume Weighted Average Price of a Share in respect of such Trading Day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding Trading Day on which the same can be so determined.

6.3 Adjustments to Conversion Price

The Conversion Price will be subject to adjustment in certain events, including the events set out below.

6.3.1 Consolidation, Subdivision or Reclassification: If and whenever there shall be an alteration to the par value of the Shares as a result of consolidation, subdivision or reclassification, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such alteration by the following fraction:

A B

where:

A = is the nominal amount of one Share immediately after such alteration; and B = is the nominal amount of one Share immediately before such alteration.

Such adjustment shall become effective on the date the alteration takes effect.

6.3.2 Capitalisation of Profits or Reserves:

(iii) If and whenever the Issuer shall issue any Shares credited as fully paid to the holders of the Shares (the “Shareholders”) by way of capitalisation of profits or reserves (including any share premium account) including Shares paid up out of distributable profits or reserves and/or share premium account issued (other than (1) where Shares are issued in lieu of the whole or any part of a specifically declared cash dividend or (2) where the Shareholders may elect to receive a cash Dividend in lieu of Shares, in which case Condition 6.3.2(ii) applies) (the “Relevant Cash Dividend”), being a dividend which the Shareholders concerned would or could otherwise have received (a “Scrip Dividend”), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A B

where:

A = is the aggregate nominal amount of the issued Shares immediately before such issue; and

—40— B = is the aggregate nominal amount of the issued Shares immediately after such issue.

Such adjustment shall become effective on the date of issue of such Shares or if a record date is fixed therefor, immediately after such record date.

(iv) In the case of an issue of Shares by way of a Scrip Dividend where the Current Market Price of such Shares on the last Trading Day preceding the date of announcement of the terms (which are final and definitive) of such issue exceeds the amount of the Relevant Cash Dividend or the relevant part thereof, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the issue of such Shares by the following fraction:

A+B A+C

where:

A = is the aggregate nominal amount of the issued Shares immediately before such issue; B = is the aggregate nominal amount of Shares issued by way of such Scrip Dividend multiplied by a fraction of which (i) the numerator is the amount of the whole, or the relevant part, of the Relevant Cash Dividend and (ii) the denominator is the Current Market Price of the Shares on the last Trading Day preceding the date of announcement of the terms (which are final and definitive) of such issue issued by way of Scrip Dividend in respect of each existing Share in lieu of the whole, or the relevant part, of the relevant cash Dividend; and C = is the aggregate nominal amount of Shares issued by way of such Scrip Dividend.

Such adjustment shall become effective on the date of issue of such Shares or if a record date is fixed therefor, immediately after such record date.

6.3.3 Capital Distribution: If and whenever the Issuer shall pay or make any Capital Distribution to the Shareholders (except where the Conversion Price falls to be adjusted under Condition 6.3.2 above), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such Capital Distribution by the following fraction:

A-B A

where:

A = is the Current Market Price of one Share on the last Trading Day preceding the date on which the Capital Distribution is publicly announced, or, in the case of a repurchase or redemption of Shares, the average closing market price or closing market price of one Share as specified in the paragraph (ii)(1) or (2), as the case may be, of the definition of “Capital Distribution”; and B = is the Fair Market Value on the date of such announcement of the portion of the Capital Distribution attributable to one Share, or, in the case of a repurchase or redemption of Shares, the Volume Weighted Average Price on the day of such repurchase or redemption.

—41— Such adjustment shall become effective on the date that such Capital Distribution is actually made or if a record date is fixed therefor, immediately after such record date.

6.3.4 Rights Issues of Shares or options over Shares: If and whenever the Issuer shall issue Shares to all or substantially all Shareholders as a class by way of rights, or issue or grant to all or substantially all Shareholders as a class, by way of rights, of options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares, in each case at less than 95.0% of the Current Market Price (as defined in Condition 6.4(d)) per Share on the last Trading Day preceding the date of the announcement of the terms (which are final and definitive) of such issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

A+B A+C

where:

A = is the number of Shares in issue immediately before such announcement; B = is the number of Shares which the aggregate amount (if any) payable for the Shares issued by way of rights or for the options or warrants or other rights issued by way of rights and for the total number of Shares comprised therein would purchase at such Current Market Price per Share; and C = is the aggregate number of Shares issued or, as the case may be, comprised in the issue or grant of such rights, options, warrants or other rights.

Such adjustment shall become effective on the date of issue of such Shares or issue or grant of such options, warrants or other rights (as the case may be) or where a record date is set, the first date on which the Shares are traded ex-rights, ex-options or ex-warrants (as the case may be).

6.3.5 Rights Issues of Other Securities: If and whenever the Issuer shall issue any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares) to all or substantially all Shareholders as a class, by way of rights, or the grant to all or substantially all Shareholders as a class by way of rights, options, warrants or other rights to subscribe for, purchase or otherwise acquire any, any securities (other than Shares or options, warrants or other rights to subscribe or purchase Shares), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

A-B A

where:

A = is the Current Market Price of one Share on the last Trading Day preceding the date on which such issue or grant is publicly announced; and B = is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be) or where a record date is set, the first date on which the Shares are traded ex-rights, ex-options or ex-warrants (as the case may be).

—42— 6.3.6 Issues at less than Current Market Price: If and whenever the Issuer shall issue (otherwise than as mentioned in Condition 6.3.4 above) any Shares (other than Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or issue or grant (otherwise as mentioned in Condition 6.3.4 above) options, warrants or other rights to subscribe, purchase or otherwise acquire any Shares in each case at a price per Share which is less than 95.0% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms (which are final and definitive) of such issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A+B A+C

where:

A = is the number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Shares; B = is the number of Shares which the aggregate consideration receivable for the issue of such additional Shares (or, as the case may be, for such additional Shares to be issued or otherwise made available upon the exercise of such options, warrants or rights) would purchase at such Current Market Price per Share; and C = is the aggregate number of Shares issued or, as the case may be, comprised in the issue or grant.

References to additional Shares in the above formula shall, in the case of an issue by the Issuer of options, warrants or other rights to subscribe or purchase Shares, mean such Shares to be issued, or otherwise made available, assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue of such options, warrants or other rights.

Such adjustment shall become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or other rights.

6.3.7 Other Issues at less than Current Market Price: Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Condition 6.3.7, if and whenever the Issuer or any Subsidiary (otherwise than as mentioned in Conditions 6.3.4, 6.3.5 or 6.3.6 above) or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary) any other company, person or entity shall issue any securities (other than the Bonds which term for this purpose shall exclude any further Bonds issued pursuant to Condition 16 and forming a single series with the Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Issuer upon conversion, exchange or subscription at a consideration per Share which is less than 95.0% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms (which are final and definitive) of issue of such securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A+B A+C

—43— where:

A = is the number of Shares in issue immediately before such issue;

B = is the number of Shares which the aggregate consideration receivable by the Issuer for the Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market Price per Share; and

C = is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate.

Such adjustment shall become effective on the date of issue of such securities.

6.3.8 Modification of Rights of Conversion etc.: If and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any such securities (other than the Bonds, which term for this purpose shall include any further Bonds issued pursuant to Condition 16 and forming a single series with the Bonds) as are mentioned in Condition 6.3.7 above (other than in accordance with the terms applicable to such securities) so that the consideration per Share (for the number of Shares available on conversion, exchange or subscription following the modification) is less than 95.0% of the Current Market Price on the last Trading Day preceding the date of announcement of the proposals (which are final and definitive) for such modification, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such modification by the following fraction:

A+B A+C

where:

A = is the number of Shares in issue immediately before such modification;

B = is the number of Shares which the aggregate consideration (if any) receivable by the Issuer for the Shares to be issued, or otherwise made available, on conversion or exchange or on exercise of the right of subscription attached to the securities, in each case so modified, would purchase at such Current Market Price per Share or, if lower, the existing conversion, exchange or subscription price of such securities; and

C = is the maximum number of Shares to be issued, or otherwise made available, on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate but giving credit in such manner as an Independent Investment Bank considers appropriate (if at all) for any previous adjustment under this Condition 6.3.8 or Condition 6.3.7 above.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

—44— 6.3.9 Other Offers to Shareholders: If and whenever the Issuer or any Subsidiary or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary) any other company, person or entity issues, sells or distributes any securities in connection with an offer pursuant to which the Shareholders generally are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price falls to be adjusted under Conditions 6.3.4, 6.3.5, 6.3.6 or 6.3.7 above), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A-B A

where:

A = is the Current Market Price of one Share on the last Trading Day preceding the date on which such issue is publicly announced; and B = is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the date of issue of the securities.

6.3.10 Other Events: If the Issuer determines that an adjustment should be made to the Conversion Price as a result of one or more events or circumstances not referred to in this Condition 6.3 (or decides to clarify any adjustment to be made pursuant to Conditions 6.3.1 to 6.3.9 (both inclusive) or 6.3.11), the Issuer shall at its own expense request an Independent Investment Bank, to determine as soon as practicable what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof, if the adjustment would result in a reduction in the Conversion Price, and the date on which such adjustment should take effect and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination PROVIDED THAT where the events or circumstances giving rise to any adjustment pursuant to this Condition 6.3 have already resulted or will result in an adjustment to the Conversion Price or where the events or circumstances giving rise to any adjustment arise by virtue of events or circumstances which have already given rise or will give rise to an adjustment to the Conversion Price, such modification (if any) shall be made to the operation of the provisions of this Condition 6.3 as may be advised by such Independent Investment Bank, to be in their opinion appropriate to give the intended result.

6.3.11 Conversion Upon Change of Control: If a Change of Control (as defined in Condition 8.5) shall have occurred, the Issuer shall give notice of that fact (and of the adjusted Conversion Price pursuant to this Condition 6.3.11 and the Change of Control Conversion Period) to the Bondholders (the “Change of Control Notice”) in accordance with Condition 17 within 14 days after it becomes aware of such Change of Control. Following the giving of a Change of Control Notice, upon any exercise of Conversion Rights such that the relevant Conversion Date falls within 30 days following a Change of Control, or, if later, 30 days following the date on which the Change of Control Notice is given to Bondholders (such period, the “Change of Control Conversion Period”), the Conversion Price shall be adjusted in accordance with the following formula:

OCP NCP = 1 + (CP x c/t)

—45— where:

NCP = is the Conversion Price after such adjustment;

OCP = is the Conversion Price in effect on the relevant Conversion Date;

Conversion = is 15.0% expressed as a fraction; Premium (“CP”)

c = is the number of days from and including the date the Change of Control Conversion event occurs to but excluding the Maturity Date; and

t = is the number of days from and including the Closing Date to but excluding the Maturity Date.

On the Business Day immediately following the last day of the Change of Control Conversion Period, the Conversion Price shall be re-adjusted to the Conversion Price in force immediately before the adjustment to the Conversion Price during the Change of Control Conversion Period.

6.4 Interpretation

For the purposes of these Conditions:

(a) “Alternative Stock Exchange” means at any time, in the case of the Shares, if they are not at that time listed and traded on the SET, the principal stock exchange or securities market on which the Shares are then listed or quoted or dealt in;

(b) “Capital Distribution” means: (i) any distribution of assets in specie by the Issuer for any financial period whenever paid or made and however described (and for these purposes a distribution of assets in specie includes without limitation an issue of Shares or other securities credited as fully or partly paid (other than Shares credited as fully paid) by way of capitalisation of reserves); and (ii) any cash Dividend or distribution of any kind by the Issuer for any financial period (whenever paid and however described) unless:

(i) (and to the extent that) in the case of a cash Dividend charged or provided for in the audited consolidated financial statements in respect of a fiscal year, it does not when taken together with the aggregate of any other cash Dividends previously charged or provided in respect of the same fiscal year (other than any cash Dividends previously deemed to be a Capital Distribution), exceed 55.0% of the Issuer’s consolidated net profits attributable to Shareholders after deducting minority interests and income tax for the fiscal year in relation to which the cash Dividend is made, calculated by reference to the audited consolidated income statement of the Issuer for such fiscal year. In the event that such cash Dividend does exceed 55.0% of the Issuer’s consolidated net profits attributable to Shareholders after deducting minority interests and income tax for such fiscal year, for purposes of the adjustment in Condition 6.3.3, “Capital Distribution” shall mean such portion of the cash Dividend that exceeds such threshold; or

—46— (ii) it comprises a purchase or redemption of Shares by or on behalf of the Issuer (or a purchase of Shares by or on behalf of a Subsidiary of the Issuer) where the Volume Weighted Average Price on any one day in respect of such purchases does not exceed: (1) the average closing market price of the Shares as quoted by the SET or, as the case may be, Alternative Stock Exchange for the five Trading Days on which transactions in the Shares were recorded preceding the day of the purchase, or (2) the closing market price of the Shares as quoted by the SET or, as the case may be, Alternative Stock Exchange, on the Trading Day immediately preceding the date of such announcement, where an announcement has been made of the intention to purchase Shares at some future date at a specified price (excluding, for the avoidance of doubt, general authority for such purchases given by a Shareholders’ meeting of the Issuer, or any notice convening such meeting) and, if in the case of either (1) or (2) of this definition, the relevant day is not a Trading Day, the immediately preceding Trading Day In the event such volume weighted average price does exceed the amount referred to (1) or (2) of this definition, for purposes of the adjustment in Condition 6.3.3, “Capital Distribution” shall mean the portion of such purchase price which exceeds such amount.

In making any such calculation under this Condition 6.4(b), such adjustments (if any) shall be made as an Independent Investment Bank may consider appropriate to reflect (1) any consolidation or subdivision of the Shares, (2) issues of Shares by way of capitalisation of profits or reserves, or any like or similar event, (3) the modification of any rights to Dividends of Shares, or (4) any change in the fiscal year of the Issuer;

(c) “closing price” for the Shares for any Trading Day shall be the price published in the daily quotation sheet published by the SET (or the equivalent quotations sheet of the Alternative Stock Exchange, as the case may be) for such Trading Day;

(d) “Current Market Price” means, in respect of a Share at a particular time on a particular date, the average of the closing prices for one Share (being a Share carrying full entitlement to dividend) for the 20 consecutive Trading Days ending on the Trading Day immediately preceding such date; provided that if at any time during the said 20 Trading Day period the Shares shall have been quoted ex-dividend and during some other part of that period the Shares shall have been quoted cum-dividend then:

(i) if the Shares to be issued in such circumstances do not rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted cum-dividend shall for the purpose of this definition be deemed to be the Fair Market Value thereof reduced by an amount equal to the amount of that dividend per Share; or

(ii) if the Shares to be issued in such circumstances rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount;

and provided further that if the Shares on each of the said 20 Trading Days have been quoted cum-dividend in respect of a dividend which has been declared or announced but the Shares to be issued do not rank for that dividend, the quotations on each of such dates shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend per Share,

—47— and provided further that:

(i) if such closing prices are not available on each of the 20 Trading Days during the relevant period, then the arithmetic average of such closing prices which are available in the relevant period shall be used (subject to a minimum of two such closing prices); and

(ii) if only one or no such closing prices is available in the relevant period, then the Current Market Price shall be determined in good faith by an Independent Investment Bank;

(e) “Dividend” means any dividend or distribution, whether of cash, assets or other property, and whenever paid or made and however described (and for these purposes a distribution of assets includes, without limitation, an issue of Shares or other securities credited as fully or partly paid up) provided that:

(i) where a cash Dividend is announced which is to be, or may at the election of a holder or holders of Shares be, satisfied by the issue or delivery of Shares or other property or assets, then the Dividend in question shall be treated as a Dividend of (a) the cash Dividend so announced or (b) the Current Market Price on the date of announcement of such Dividend, of such Shares or the Fair Market Value of other property or assets to be issued or delivered in satisfaction of such Dividend (or which would be issued if all holders of Shares elected therefor, regardless of whether any such election is made) if the Current Market Price of such Shares or the Fair Market Value of other property or assets is greater than the cash Dividend so announced; and

(ii) any issue of Shares falling within Condition 6.3.2 shall be disregarded;

(f) “Fair Market Value” means, with respect to any asset, security, option, warrant or other right on any date, the fair market value of that asset, security, option, warrant or other right as determined by an Independent Investment Bank; provided that (i) the fair market value of a cash Dividend paid or to be paid per Share shall be the amount of such cash Dividend per Share determined as at the date of announcement of such Dividend; and (ii) where any asset, security, option, warrant or other right are publicly traded in a market of adequate liquidity (as determined by such Independent Investment Bank) the fair market value of such asset, security, option, warrant or other right shall equal the arithmetic mean of the daily closing prices of such asset, security, option, warrant or other right during the period of five trading days on the relevant market commencing on the first such trading day such asset, security, option, warrant or other right are publicly traded;

(g) “Independent Investment Bank” means an independent leading investment bank (acting as expert) selected by the Issuer and notified in writing to the Trustee; and

(h) “Trading Day” means a day when the SET or, as the case may be, an Alternative Stock Exchange is open for dealing business, provided that if no closing price is reported in respect of the relevant Shares on the SET or, as the case may be, the Alternative Stock Exchange for one or more consecutive dealing days, such day or days will be disregarded in any relevant calculation and shall be deemed not to have existed when ascertaining any period of dealing days.

—48— 6.5 Miscellaneous

(a) On any adjustment, the relevant Conversion Price, if not an integral multiple of one satang, shall be rounded down to the nearest satang. No adjustment shall be made to the Conversion Price where such adjustment (rounded down if applicable) would be less than 1.0% of the Conversion Price then in effect. Any adjustment not required to be made, and any amount by which the Conversion Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment. Notice of any adjustment shall be given to Bondholders in accordance with Condition 17 as soon as practicable after the determination thereof.

(b) The Conversion Price may not be reduced so that, on conversion of Bonds, Shares would fall to be issued at a discount to their par value or would require shares to be issued in any other circumstances not permitted by applicable law or regulation.

(c) Where more than one event which gives or may give rise to an adjustment to the Conversion Price occurs within such a short period of time that, in the opinion of an Independent Investment Bank, the foregoing provisions would need to be operated subject to some modification in order to give the intended result, such modification shall be made to the operation of the foregoing provisions as may be advised by such Independent Investment Bank to be in their opinion appropriate in order to give such intended result.

(d) No adjustment shall be made to the Conversion Price where Shares or other securities (including rights, warrants or options) are issued, offered, exercised, allotted, appropriated, modified or granted to or for the benefit of employees or former employees (including directors) of the Issuer or any Subsidiary of the Issuer pursuant to any employees’ share scheme or plan (including a dividend reinvestment plan) provided that such issues do not amount to, relate to, or entitle such persons to receive, Shares in excess of 5.0% of the issued and paid-up Shares.

(e) No adjustment involving an increase in the Conversion Price will be made, except in the case of a consolidation of the Shares as referred to in Condition 6.3.1 above or to correct an error.

(f) If the Issuer fails to select an Independent Investment Bank when required for the purposes of these Conditions, the Trustee may select such a bank. The Trustee shall not be under any duty to monitor whether any event or circumstance has happened or exists which may require an adjustment to be made to the Conversion Price and will not be responsible to Bondholders for any loss arising from not so doing.

6.6 Undertakings

6.6.1 The Issuer has undertaken in the Trust Deed, inter alia, that so long as any Bond remains outstanding, save with the approval of an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders or with the approval of the Trustee where, in the opinion of the Trustee, it is not materially prejudicial to the interests of Bondholders to give such approval:

(i) it will use its best endeavours (a) to maintain a listing for all the issued Shares on the SET, and (b) to obtain and maintain a listing for all the Shares to be issued on the exercise of the Conversion Rights attaching to the Bonds on the SET and (c) if the Issuer is unable to obtain or maintain such listing, it will use its best endeavours to obtain and maintain a listing for all the Shares to be issued on the exercise of the Conversion Rights on an Alternative Stock Exchange as the Issuer

—49— may from time to time (with the prior written consent of the Trustee) determine and will forthwith give notice to the Bondholders in accordance with Condition 17 below of the listing or delisting of the Shares (as a class) by any of such stock exchanges;

(ii) it will pay the expenses of the issue of, and all expenses of obtaining listing for, Shares arising on conversion of the Bonds other than as may be expressed to be payable by a Bondholder pursuant to Condition 6.2.2;

(iii) it will not make any reduction of its ordinary paid-up share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund (except, in each case, as permitted by law); and

(iv) it will use its best endeavours to maintain the listing of the Bonds on the Singapore Exchange Trading Limited (the “Singapore Stock Exchange”) and if the Issuer is unable to maintain such listing, it will use its best endeavours to obtain and maintain a listing of the Bonds on another internationally recognised exchange and will forthwith give notice to Bondholders in accordance with Condition 17 below of the listing or delisting of the Bonds by any such exchange.

6.6.2 In the Trust Deed, the Issuer has undertaken with the Trustee that so long as any Bonds remains outstanding:

(i) on or prior to the Closing Date, it will reserve 542,183,478 Shares, free from any other pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital in connection with the Bonds, and will use commercially reasonable efforts to reserve additional Shares (if required), free from any other pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital to equal to the full number of Shares liable to be issued on conversion of the Bonds from time to time remaining outstanding and will ensure that all Shares will be duly and validly issued as fully-paid; and

(ii) it will not make any offer, issue, grant or distribute or take any action the effect of which would be to reduce the Conversion Price below the par value of the Shares,

provided always that the Issuer shall not be prohibited from purchasing its Shares to the extent permitted by law.

6.6.3 The Issuer has also given certain other undertakings in the Trust Deed for the protection of the Conversion Rights.

6.7 Notice of Change in Conversion Price

The Issuer shall give notice to the Singapore Stock Exchange (so long as the Bonds are listed on the Singapore Stock Exchange and the rules of that exchange so require), the Conversion Agent and the Bondholders in accordance with Condition 17 of any change in the Conversion Price. Any such notice relating to a change in the Conversion Price shall set forth the event giving rise to the adjustment, the Conversion Price prior to such adjustment, the adjusted Conversion Price and the effective date of such adjustment.

—50— 7 PAYMENTS

7.1 Payments of Principal and Premium

Payment of principal, premium and default interest (if any) will be made by transfer to the registered account of the Bondholder or by U.S. Dollar cheque drawn on a bank in New York City that processes payments in U.S. Dollars mailed to the registered address of the Bondholder if it does not have a registered account. Payments of principal, premium and default interest (if any) will only be made against surrender of the relevant Certificate at the specified office of any of the Agents.

7.2 Registered Accounts

For the purposes of this Condition 7, a Bondholder’s registered account means the U.S. Dollar account maintained by or on behalf of it with a bank in New York, details of which appear on the Register at the close of business on the second Payment Business Day (as defined below) before the due date for payment, and a Bondholder’s registered address means its address appearing on the Register at that time.

7.3 Fiscal Laws

All payments are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 9. No commissions or expenses shall be charged to the Bondholders in respect of such payments.

7.4 Payment Initiation

Where payment is to be made by transfer to a registered account, payment instructions (for value on the due date or, if that it not a Payment Business Day, for value on the first following day which is a Payment Business Day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed (at the risk and, if mailed at the request of the holder otherwise than by ordinary mail, expense of the holder) on the due date for payment (or, if it is not a Payment Business Day, the immediately following Payment Business Day) or, in the case of a payment of principal, if later, on the Payment Business Day on which the relevant Certificate is surrendered at the specified office of an Agent.

7.5 Default Interest and Delay in Payment

If the Issuer fails to pay any sum in respect of the Bonds when the same becomes due and payable under these Conditions, interest shall accrue on the overdue sum at the rate of 4.000% per annum (both before and after judgment) from the due date until whichever is the earlier of (i) the day on which all sums due in respect of such Bond are received by or on behalf of the relevant holder and (ii) the day seven days after the Trustee or the Principal Agent has notified Bondholders of receipt of all sums due in respect of all the Bonds up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holder under these Conditions). Such default interest shall accrue on the basis of the actual number of days elapsed and a 360-day year.

Bondholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due if the due date is not a Payment Business Day, if the Bondholder is late in surrendering its Certificate (if required to do so) or if a cheque mailed in accordance with this Condition 7 arrives after the due date for payment.

—51— 7.6 Payment Business Day

In these Conditions, “Payment Business Day” means, in relation to any place, a day other than Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City and the city in which the specified office of the Principal Agent is located and, in the case of the surrender of a Certificate, in the place where the Certificate is surrendered. If an amount which is due on the Bonds is not paid in full, the Registrar will annotate the Register with a record of the amount (if any) in fact paid.

7.7 Calculations to be binding

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of these Conditions, whether by the Reference Dealers (or any of them), the Issuer or any Independent Investment Bank appointed, will (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Trustee, the Agents and all Bondholders.

8 REDEMPTION, PURCHASE AND CANCELLATION

8.1 Maturity

Unless previously redeemed or converted or purchased and cancelled as herein provided, the Issuer will redeem each Bond at an amount equal to the U.S. Dollar Equivalent of 110.462% of its principal amount on the Maturity Date.

8.2 Redemption at the Option of the Issuer

8.2.1 At any time after 18 March 2017 and prior to the Maturity Date, the Issuer may, having given not less than 30 nor more than 60 days’ notice to the Bondholders (which notice will be irrevocable), redeem in whole but not in part, the Bonds at an amount per Bond equal to the U.S. Dollar Equivalent of its Early Redemption Amount (as determined in the manner set out in Condition 8.10), on the date specified by the Issuer in the notice to be the date of redemption. However, no such redemption may be made unless the closing price of the Shares on each of not less than 20 Trading Days in any 30 consecutive Trading Days ending on the day which falls not more than five days prior to the date upon which notice of such redemption is published, is at least 130.0% of the applicable Early Redemption Amount divided by the Conversion Ratio. If there shall occur an event giving rise to a change in the Conversion Price during any such 30 Trading Day period, appropriate adjustments for the relevant days as determined by an Independent Investment Bank shall be made for the purpose of calculating the closing price for such days. If no price as aforesaid is reported on the SET (or furnished by a member firm) for one or more consecutive Trading Days, such day or days will be disregarded in the relevant calculation and will be deemed not to have existed when ascertaining such 30 Trading Day period.

8.2.2 On giving not less than 30 nor more than 60 days’ notice in accordance with Condition 17 to the Bondholders (which notice will be irrevocable), the Issuer may at any time prior to the Maturity Date redeem in whole but not in part the Bonds for the time being outstanding at an amount per Bond equal to the U.S. Dollar Equivalent of its Early Redemption Amount provided that prior to the date of such notice at least 90.0% in principal amount of the Bonds originally issued has already been converted, redeemed or purchased and cancelled.

—52— 8.3 Redemption at the Option of Bondholders

8.3.1 Any Bondholder may by completing, signing and depositing at the specified office of any of the Agents during normal business hours of such Agent not less than 30 nor more than 60 days prior to 18 September 2017 (the “Put Option Date”), a notice of redemption in the form (for the time being current) obtainable from any of the Agents together with the Certificate in respect of the Bonds being redeemed, require the Issuer to redeem all or some only of the Bonds held by such Bondholder on 18 September 2017 at an amount per Bond equal to the U.S. Dollar Equivalent of its Early Redemption Amount as at the relevant date fixed for redemption.

8.3.2 Any such notice of redemption will be irrevocable unless its revocation is approved in writing by the Issuer not later than five days prior to the date for redemption of the relevant Bond and will bind the Issuer to redeem the Bonds to which such notice relates. A Certificate once deposited may not be withdrawn without the consent in writing of the Issuer. Certificates will not be returned to Bondholders except in the limited circumstances set out in the Agency Agreement.

8.4 Redemption for taxation reasons

8.4.1 The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any time, upon giving not less than 30 nor more than 60 days’ notice (a “Tax Redemption Notice”) to the Bondholders in accordance with Condition 17 (which notice shall be irrevocable) at an amount per Bond equal to the U.S. Dollar Equivalent of its Early Redemption Amount (“Tax Redemption Date”), if (i) the Issuer satisfies the Trustee immediately prior to the giving of such notice that the Issuer has or will become obliged to pay Additional Tax Amounts (as defined in Condition 9) as a result of any change in, or amendment to, the laws or regulations of Thailand or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 10 September 2014, PROVIDED that where any such Additional Tax Amounts are in consequence of laws and treaties of Thailand, this Condition 8.4 shall only have effect to permit the Bonds to be redeemed in the event that the rate of withholding or deduction required by such law or treaty is in excess of 15.0% (“Minimum Withholding Level”), and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds then due. Prior to the giving of any Tax Redemption Notice and pursuant to this paragraph, the Issuer shall deliver to the Trustee (a) a certificate signed by two duly authorised officers of the Issuer stating that the obligation referred to in (i) above of this Condition 8.4.1 cannot be avoided by the Issuer taking reasonable measures available to it and (b) an opinion of independent legal or tax advisors of recognised standing in Thailand to the effect that such change or amendment has occurred (irrespective of whether such amendment or change is then effective) and, if applicable, that the Minimum Withholding Level has been exceeded. The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Bondholders. For the avoidance of doubt, a change of the jurisdiction of incorporation of the Issuer shall not be a “reasonable measure” for purposes of this Condition 8.4.

8.4.2 If the Issuer gives a Tax Redemption Notice pursuant to this Condition 8.4, each Bondholder will have the right to elect that his Bond(s) shall not be redeemed and that the provisions of Condition 9 shall not apply in respect of any payment of the U.S. Dollar Equivalent of principal, premium (if any) or any other payment to be made in respect of such Bond(s) which falls due after the relevant Tax Redemption Date,

—53— whereupon no Additional Tax Amounts shall be payable in respect thereof pursuant to Condition 9 and payment of all amounts shall be made subject to the deduction of withholding of the taxation required to be withheld or deducted by or on behalf of the Government of Thailand or any political subdivision or authority thereof or therein having power to tax. To exercise a right pursuant to this Condition 8.4, the relevant Bondholder must deposit a duly completed and signed notice of election in the form for the time being current obtainable from the specified office of any Paying Agent (a “Bondholder’s Exercise Notice”) together with the Certificate evidencing the Bonds on or before the day falling 10 days prior to the Tax Redemption Date at the specified office of any Paying Agent.

8.5 Redemption for Change of Control

8.5.1 Following the occurrence of a Change of Control (as defined below), the holder of each Bond will have the right at such holder’s option (a “Change of Control Put Right”), to require the Issuer to redeem in whole but not in part such holder’s Bonds on the Change of Control Put Date at an amount per Bond equal to the U.S. Dollar Equivalent of its Early Redemption Amount. To exercise such right, the holder of the relevant Bond must complete, sign and deposit at the specified office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying Agent (the “Change of Control Put Exercise Notice”) together with the Certificate evidencing the Bonds to be redeemed by not later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Bondholders by the Issuer in accordance with Condition 17. The “Change of Control Put Date” shall be the 21st day after the expiry of such period of 30 days as referred to above.

8.5.2 A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Bonds which form the subject of the Change of Control Put Exercise Notice delivered as aforesaid on the Change of Control Put Date.

8.5.3 The Trustee shall not be required to take any steps to ascertain whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred and unless and until it has express written notice to the contrary, it shall be entitled to assume that no such event has occurred and shall not be liable to Bondholders or any other person for doing so.

8.5.4 Not later than seven days after becoming aware of a Change of Control, the Issuer shall procure that notice in writing regarding the Change of Control shall be delivered to the Trustee, the Bondholders (in accordance with Condition 17), the SET and the Singapore Stock Exchange (so long as the Bonds are listed on the Singapore Stock Exchange and the rules of that exchange so require) stating, in addition to the information to be provided pursuant to Condition 8.9:

(i) the date of such Change of Control and, briefly, the events causing such Change of Control;

(ii) the date by which the Change of Control Put Exercise Notice must be given;

(iii) the names and addresses of all Paying Agents;

—54— (iv) the procedures that Bondholders must follow and the requirements that Bondholders must satisfy in order to exercise the Change of Control Put Right or Conversion Right; and

(v) that a Change of Control Put Exercise Notice, once validly given, may not be withdrawn.

8.5.5 For the purposes of this Condition 8:

(i) “Capital Stock” means, with respect to any person, any and all shares, ownership interests, participation or other equivalents (however designated), including all ordinary shares and all preferred shares, of such person;

(ii) “control” means the acquisition or control of more than 50.0% of the voting rights of the issued share capital of the Issuer or the right to appoint and/or remove all or the majority of the members of the Issuer’s Board of Directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise;

(iii) a “Change of Control” occurs when:

(a) any person or persons, acting together, acquires control of the Issuer if such person or persons does not or do not have, and would not be deemed to have, control of the Issuer on 10 September 2014;

(b) the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuer’s assets to any other person, unless the consolidation, merger, sale or transfer will not result in the other person or persons acquiring control over the Issuer or the successor entity; or

(c) one or more other persons acquires the legal or beneficial ownership of all or substantially all of the Issuer’s total issued and outstanding Capital Stock; and

(iv) a “person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state, (in each case whether or not being a separate legal entity, (and so long as the Shares are listed on the SET, a reference to “Person” shall be deemed to include (a) such persons or partnerships as referred to in section 258 of the Thai SEC Act and (b) such persons acting in concert with a “person” for the purposes of sections 246 and 247 of the Thai SEC Act (the “Related Parties”))).

8.6 Delisting Put Right

8.6.1 In the event (i) the Shares cease to be listed or admitted to trading on the SET or, if applicable, an Alternative Stock Exchange or (ii) the Shares cease to trade on the SET or, if applicable, the Alternative Stock Exchange, for 30 consecutive days or more, and such cessation to trade during such period does not result from the closure of the SET or, if applicable, the Alternative Stock Exchange, (in each case, a “Delisting”), each Bondholder shall have the right (the “Delisting Put Right”), at such Bondholder’s option, to require the Issuer to redeem all, but not some only, of such Bondholder’s Bonds on the 30th day after notice has been given to Bondholders regarding the Delisting referred to under Condition 8.6.2 below or, if such notice is not given, the 30th day after the Delisting (the “Delisting Put Date”) at an amount per Bond equal to the U.S. Dollar Equivalent of its Early Redemption Amount.

—55— 8.6.2 Promptly after becoming aware of a Delisting, the Issuer shall procure that notice of the occurrence of the Delisting Put Right shall be given to the Trustee, the Bondholders (in accordance with Condition 17), the SET and the Singapore Stock Exchange (so long as the Bonds are listed on the Singapore Stock Exchange and the rules of that exchange so require) stating, in addition to the information to be provided pursuant to Condition 8.9:

(i) the date of such Delisting and, briefly, the events causing such Delisting;

(ii) the date by which the Delisting Put Redemption Notice (as defined below) must be given;

(iii) the names and addresses of all Paying Agents;

(iv) the procedures that Bondholders must follow and the requirements that Bondholders must satisfy in order to exercise the Delisting Put Right or Conversion Right; and

(v) that a Delisting Put Redemption Notice, once validly given, may not be withdrawn.

8.6.3 To exercise its rights to require the Issuer to redeem its Bonds, the Bondholder must deliver a written irrevocable notice of the exercise of such right (a “Delisting Put Redemption Notice”), in the then current form obtainable from the specified office of any Paying Agent, to any Paying Agent on any Business Day prior to the close of business at the location of such Paying Agent on such day and which day is not less than 10 days prior to the Delisting Put Date.

8.6.4 A Delisting Put Redemption Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Bonds which form the subject of the Delisting Notices delivered as aforesaid on the Delisting Put Date.

8.6.5 The Trustee shall not be required to take any steps to ascertain whether a Delisting or any event which could lead to the occurrence of a Delisting has occurred and unless and until it has express written notice to the contrary, it shall be entitled to assume that no such event has occurred and shall not be liable to Bondholders or any other person for so doing.

8.7 Purchases

The Issuer or any of its Subsidiaries may at any time and from time to time purchase Bonds at any price in the open market or otherwise. Bonds purchased by the Issuer or any such Subsidiary shall not entitle the holder to vote at any meetings of the Bondholders and shall not be deemed to be outstanding (as defined in the Trust Deed) for purposes of, among other things, calculating the quorum for meetings of Bondholders and shall not entitle the holders to direct or request the Trustee to take any action.

8.8 Cancellation

All Bonds which are purchased, redeemed or converted by the Issuer or any its Subsidiaries will forthwith be cancelled. Certificates in respect of all Bonds cancelled will be forwarded to or to the order of the Registrar and such Bonds may not be reissued or resold.

—56— 8.9 Redemption Notices

All notices to Bondholders given by or on behalf of the Issuer pursuant to this Condition 8 will be given in accordance with Condition 17, and specify (i) the Conversion Price as at the date of the relevant notice, (ii) the Conversion Period, (iii) the closing price of the Shares (as quoted on the SET) as at the latest practicable date prior to the publication of the notice, (iv) the Early Redemption Amount, (v) the date for redemption, (vi) the manner in which redemption will be effected and (vii) the aggregate principal amount of the Bonds outstanding as at the latest practicable date prior to the publication of the notice.

If more than one notice of redemption is delivered (which shall include any notice given by the Issuer pursuant to Condition 8.2 or Condition 8.4, any Change of Control Put Exercise Notice or Delisting Put Redemption Notice given by a Bondholder pursuant to Condition 8.5 or Condition 8.6 and any notice given by a Bondholder pursuant to Condition 8.3), the first of such notices to be given shall prevail.

8.10 Early Redemption Amount

“Early Redemption Amount” of a Bond, for each THB1,000,000 principal amount of the Bonds, is determined so that it represents for the Bondholder a gross yield of 2.000% per annum calculated on a semi-annual basis. The applicable Early Redemption Amount for each THB1,000,000 principal amount of Bonds is calculated in accordance with the following formula, rounded (if necessary) to two decimal places with 0.005 being rounded upwards (provided that if the date fixed for redemption is the Semi-Annual Date (as set out below), such Early Redemption Amount shall be as set out in the table below in respect of such Semi-Annual Date):

Early Redemption Amount = (Previous Redemption Amount x (1 + r/2)d/p)

Previous Redemption Amount = the Early Redemption Amount for each THB1,000,000 principal amount on the Semi-Annual Date immediately preceding the date fixed for redemption as set out below (or if the Bonds are to be redeemed prior to 18 March 2015, THB1,000,000)

Early Redemption Semi-Annual Date Amount

(Baht) 18 March 2015...... 1,010,000.00 18 September 2015 ...... 1,020,100.00 18 March 2016...... 1,030,301.00 18 September 2016 ...... 1,040,604.01 18 March 2017...... 1,051,010.05 18 September 2017 ...... 1,061,520.15 18 March 2018...... 1,072,135.35 18 September 2018 ...... 1,082,856.71 18 March 2019...... 1,093,685.27

—57— r = 2.000% expressed as a fraction.

d = number of days from and including the immediately preceding Semi-Annual Date (or if the Bonds are to be redeemed on or before 18 March 2015, from and including the Closing Date) to, but excluding, the date fixed for redemption, calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

p = 180.

8.11 Redemption following exercise of a Put Option

Upon the exercise of any put option specified in Conditions 8.3, 8.5 or 8.6, payment of the applicable redemption amount shall be conditional upon delivery of the Bondholder’s Certificate (together with any necessary endorsements) to any Paying Agent on a Business Day together with the delivery of any other document(s) required by these Conditions, and will be made promptly following the later of the date set for redemption and the time of delivery of such Certificate.

9 TAXATION

9.1 All payments made by the Issuer in respect of the Bonds will be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Thailand or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required by law. In such event, the Issuer will pay such additional amounts (“Additional Tax Amounts”) as will result in the receipt by the Bondholders of the net amounts after such deduction or withholding equal to the amounts which would otherwise have been receivable by them had no such deduction or withholding been required, except that no such additional amount shall be payable in respect of any Bond:

9.1.1 to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of such holder having some connection with Thailand otherwise than merely by holding the Bond or by the receipt of amounts in respect of the Bond; or

9.1.2 if the Certificate in respect of such Bond is surrendered more than 30 days after the relevant date except to the extent that the holder would have been entitled to such additional amount on surrendering the relevant Certificate for payment on the last day of such period of 30 days; or

9.1.3 where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Union Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or

9.1.4 presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Bond to another Paying Agent in a Member State of the European Union.

—58— 9.2 For the purposes hereof, “relevant date” means the date on which such payment first becomes due except that if the full amount payable has not been received by the Trustee or the Principal Agent on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Bondholders and cheques despatched or payment made.

9.3 References in these Conditions to principal shall be deemed also to refer to any Additional Tax Amounts which may be payable under this Condition 9 or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Trust Deed.

10 EVENTS OF DEFAULT

10.1 The Trustee at its discretion may, and if so requested in writing by the holders of at least 20.0% in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution of the Bondholders shall (subject in any such case to being indemnified and/or secured and/or pre-funded to its satisfaction), give notice to the Issuer that the Bonds are, and they shall accordingly forthwith become, immediately due and repayable at an amount per Bond equal to the U.S. Dollar Equivalent of its Early Redemption Amount as determined in the manner set out in Condition 8.10, in any of the following events (each an “Event of Default”):

(a) if default is made in any payment in respect of the Bonds (other than any Cash Settlement Amount) and such default continues for a period of ten Business Days; or

(b) if the Issuer fails to perform or observe any of its other obligations under these Conditions or the Trust Deed and (except in any case where the Trustee is of the opinion that the failure is incapable of remedy) the failure continues for the period of 30 days following the service by the Trustee on the Issuer of notice requiring the same to be remedied; or

(c) failure by the Issuer to deliver the Shares or pay the Cash Settlement Amount in respect of such Shares as and when such Shares are required to be delivered or such Cash Settlement Amount is required to be paid, as the case may be, following conversion of a Bond; or

(d) if (i) any Indebtedness for Borrowed Money (as defined below) of the Issuer, or any of its Subsidiaries becomes due and repayable prior to its stated maturity by reason of any actual event of default or the like (however described); (ii) the Issuer or any of its Subsidiaries fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment or, as the case may be, within any applicable grace period; (iii) any security given by the Issuer or any of its Subsidiaries for any Indebtedness for Borrowed Money becomes enforceable; or (iv) default is made by the Issuer or any of its Subsidiaries in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person, provided that the aggregate amount of the relevant Indebtedness for Borrowed Money in respect of which one or more events mentioned above in this Condition 10.1(d) has occurred and is continuing, equals or exceeds U.S.$50 million; or

(e) if any order is made by any competent court or resolution is passed for the winding up or dissolution of the Issuer or any of its Principal Subsidiaries, save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Bondholders; or

(f) if the Issuer or any of its Principal Subsidiaries ceases or threatens to cease to carry on the whole or a substantial part of its business, save for the purposes of

—59— reorganisation on terms approved by an Extraordinary Resolution of the Bondholders, or the Issuer or any of its Principal Subsidiaries stops or threatens to stop payment of, or is unable to, or admits its inability to, pay, its debts (or any class of its debts) as they fall due or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or

(g) if (i) proceedings are initiated against the Issuer or any of its Principal Subsidiaries under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer or any of its Principal Subsidiaries or, as the case may be, in relation to the whole or any part of the undertaking or assets of any of them or an encumbrancer takes possession of the whole or any part of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or any part of the undertaking or assets of any of them, and (ii) in any such case (other than the appointment of an administrator) unless initiated by the relevant company is not discharged within 45 days; or

(h) if the Issuer or any of its Principal Subsidiaries (or their respective directors or shareholders) initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); or

(i) if any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Issuer or any of its Principal Subsidiaries; or

(j) if it is or will become unlawful for the Issuer to perform or comply with any one or more of its obligations under any of the Bonds or the Trust Deed; or

(k) if any event occurs which, under the laws of any Relevant Jurisdiction, has or may have an analogous effect to any of the events referred to in Conditions 10.1(d) to 10.1(h) (both inclusive).

10.2 For the purposes of these Conditions:

(a) “Indebtedness for Borrowed Money” means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any liability under or in respect of any acceptance or acceptance credit;

(b) “Principal Subsidiary” means any Subsidiary (a) whose revenues, as shown by the latest audited accounts (consolidated in the case of a company which itself has subsidiaries) of such Subsidiary, are at least 10.0% of the consolidated revenues of the Issuer as shown in the latest audited or reviewed consolidated accounts of the Issuer or (b) whose total assets, as shown in the latest audited accounts (consolidated in the case of a company which itself has subsidiaries) of such Subsidiary are at least 10.0% of the consolidated total assets of the Issuer as shown in the latest audited or reviewed consolidated accounts of the Issuer; and

—60— (c) “Subsidiary” means, in relation to the Issuer, (a) any company or other business entity of which the Issuer (either directly or through one or more other Subsidiaries) owns or controls a majority of the voting rights at a meeting of the board of directors or a meeting of a similar body of that company or other business entity or owns or controls a majority of the issued share capital or other ownership interest or contractual rights having ordinary voting power to elect directors, managers or trustees of such company or other business entity; or (b) any company or other business entity (including without limitation jointly controlled joint ventures) which at any time has its accounts consolidated with those of that person or which, under Thai law, regulations or generally accepted accounting principles from time to time, should have its accounts consolidated with those of that person.

Notwithstanding receipt of any payment after the acceleration of the Bonds, a Bondholder may exercise its Conversion Right by depositing a Conversion Notice with a Conversion Agent or Paying Agent during the period from and including the date of a default notice with respect to an event specified in Condition 10.1 (at which time the Issuer will notify the Bondholders of the number of Shares per Bond to be delivered upon conversion, assuming all the then outstanding Bonds are converted) to and including the 30th business day (at the location of such agent) after such payment.

If any converting Bondholder deposits a Conversion Notice pursuant to the previous paragraph on the Business Day (in the place aforesaid) prior to, or during, a Closed Period, the Bondholder’s Conversion Right shall continue until the Business Day (in the place aforesaid) following the last day of the Closed Period, which shall be deemed the Conversion Date, for the purposes of such Bondholder’s exercise of its Conversion Right pursuant to this Condition 10.

If the Conversion Right attached to any Bond is exercised pursuant to this Condition 10, the Issuer will deliver such number of Shares as relate to the principal amount of such Bond less any amounts received by such Bondholder in relation to such Bond pursuant to Condition 10.1 (which number will be disclosed to such Bondholder as soon as practicable after the Conversion Notice is given) in accordance with the Conditions, except that the Issuer shall have five Business Days before it is required to register the converting Bondholder (or its designee) in its register of members as the owner of the number of Shares to be delivered pursuant to this Condition 10 and an additional five Business Days from such registration date to make payment in accordance with the following paragraph.

If the Conversion Right attached to any Bond is exercised pursuant to this Condition 10, or if the Bonds have become due and payable pursuant to Condition 10.1(c), the Issuer shall, at the request of the converting Bondholder, pay to such Bondholder on the Conversion Date the U.S. Dollar Equivalent of the amount (the “Default Cure Amount”), equal to the product of (x) (i) the number of Shares that are required to be delivered by the Issuer to satisfy the Conversion Right in relation to such converting Bondholder minus (ii) the number of Shares that are actually delivered by the Issuer pursuant to such Bondholders’ Conversion Notice and (y) the Share Price (as defined below) on the Conversion Date; provided that if such Bondholder has received any payment under the Bonds pursuant to this Condition 10, the amount of such payment shall be deducted from the Default Cure Amount.

The “Share Price” means the closing price of the Shares as quoted by the SET or, as the case may be, Alternative Stock Exchange on the Conversion Date or, if no reported sales take place on such date, the prior closing price, in either case as reported by the SET or other applicable securities exchange on which the Shares are listed for such day as furnished by a reputable and independent broker-dealer selected from time to time by and at the expense of the Issuer for such purpose, and notified in writing to the Trustee.

—61— 11 CONSOLIDATION, AMALGAMATION OR MERGER

The Issuer will not consolidate with, merge or amalgamate into or transfer its assets substantially as an entirety to any corporation or convey or transfer its properties and assets substantially as an entirety to any person (the consummation of any such event, a “Merger”), unless:

(i) the corporation formed by such Merger or the person that acquired such properties and assets shall expressly assume, by a supplemental trust deed, all obligations of the Issuer under the Trust Deed and the performance of every covenant and agreement applicable to it contained therein;

(ii) immediately after giving effect to any such Merger, no default or Event of Default and no event which, after notice or lapse of time, or both, may become an Event of Default, shall have occurred or be continuing or would result therefrom and two duly authorised officers of the corporation formed by such Merger or the person that acquired such properties and assets shall have provided a certificate to the Trustee confirming the same;

(iii) the corporation formed by such Merger, or the person that acquired such properties and assets, shall expressly agree, among other things, to indemnify each holder of a Bond against any tax, assessment or governmental charge payable by withholding or deduction thereafter imposed on such holder solely as a consequence of such Merger with respect to the payment of principal or premium on the Bonds; and

(iv) the Issuer shall have delivered to the Trustee an opinion of legal counsel (and/or other advisors/experts as the Trustee may deem fit) satisfactory to the Trustee that such Merger and such supplemental trust deed complies with the Trust Deed (and any other matters that the Trustee may require),

and the Trustee shall be indemnified and/or secured and/or pre-funded to its satisfaction. For the avoidance of doubt, the Trustee shall not be liable for any loss arising from such Merger or in reliance on such opinion and/or certificate.

12 PRESCRIPTION

Claims in respect of amounts due in respect of the Bonds will become prescribed unless made within ten years (in the case of principal) and five years (in the case of default interest) from the relevant date (as defined in Condition 9) in respect thereof.

13 ENFORCEMENT

At any time after the Bonds have become due and repayable, the Trustee may, at its discretion and without further notice, take such proceedings against the Issuer as it may think fit to enforce repayment of the Bonds and to enforce the provisions of the Trust Deed, but it will not be bound to take any such proceedings unless (i) it shall have been so requested in writing by the holders of not less than 20.0% in principal amount of the Bonds then outstanding or shall have been so directed by an Extraordinary Resolution of the Bondholders and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction. No Bondholder will be entitled to proceed directly against the Issuer unless the Trustee, having become bound to do so, fails to do so within a reasonable period and such failure shall be continuing.

—62— 14 MEETINGS OF BONDHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION

14.1 Meetings

The Trust Deed contains provisions for convening meetings of the Bondholders to consider any matter affecting their interests, including without limitation the modification by Extraordinary Resolution of any of these Conditions or any of the provisions of the Trust Deed. The quorum at any meeting for passing an Extraordinary Resolution will be two or more persons present holding or representing more than 50.0% in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons present whatever the principal amount of the Bonds held or represented by him or them, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the due date for any payment in respect of the Bonds, (ii) to reduce or cancel the amount of principal payable in respect of the Bonds, (iii) to change the currency of payment of the Bonds, (iv) to modify (except by a unilateral and unconditional reduction in the Conversion Price) or cancel the Conversion Rights, (v) to modify the provisions concerning the quorum required at any meeting of the Bondholders or the majority required to pass an Extraordinary Resolution or (vi) to change the governing law of the Bonds, in which case the necessary quorum for passing an Extraordinary Resolution will be two or more persons present holding or representing not less than 66 2/3%, or at any adjourned meeting not less than 33 1/3%, of the principal amount of the Bonds for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Bondholders will be binding on all Bondholders, whether or not they are present at the meeting. The Trust Deed provides that a written resolution signed by or on behalf of the holders of not less than 90.0% of the aggregate principal amount of Bonds outstanding shall be as valid and effective as a duly passed Extraordinary Resolution.

14.2 Modification

The Trustee may (but shall not be obliged to) agree, without the consent of the Bondholders, to (i) any modification (except as mentioned in Condition 14.1 above) to the Bonds, the Agency Agreement or the Trust Deed which is not, in the opinion of the Trustee, materially prejudicial to the interests of the Bondholders or (ii) any modification to the Bonds or the Trust Deed which, in the Trustee’s opinion, is of a formal, minor or technical nature or to correct a manifest error to comply with mandatory provisions of law. Any such modification will be binding on the Bondholders and, unless the Trustee agrees otherwise, any such modifications will be notified by the Issuer to the Bondholders as soon as practicable thereafter.

14.3 Interests of Bondholders

In connection with the exercise of its functions, rights, powers and discretions (including but not limited to those in relation to any proposed modification, authorisation or waiver), the Trustee shall have regard to the interests of the Bondholders as a class and shall not have regard to the consequences of such exercise for individual Bondholders, and the Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim, from the Issuer or the Trustee, any indemnification or payment in respect of any tax consequences of any such exercise upon individual Bondholders except to the extent provided for in Condition 9 and/or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.

—63— 14.4 Certificates/Reports

Any certificate or report of any expert or other person called for by or provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for the purposes of these Conditions or the Trust Deed may be relied upon by the Trustee as sufficient evidence of the facts therein (and shall, in absence of manifest error, be conclusive and binding on all parties) notwithstanding that such certificate or report and/or engagement letter or other document entered into by the Trustee and/or the Issuer in connection therewith contains a monetary or other limit on the liability of the relevant expert or person in respect thereof.

15 REPLACEMENT OF CERTIFICATES

If any Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the specified office of the Registrar or any other Transfer Agent upon payment by the claimant of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer and such Agent may require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

16 FURTHER ISSUES

The Issuer may from time to time, without the consent of the Bondholders, create and issue further bonds having the same terms and conditions as the Bonds in all respects and so that such further issue shall be consolidated and form a single series with the Bonds. Such further bonds may, with the consent of the Trustee, be constituted by a deed supplemental to the Trust Deed.

17 NOTICES

All notices to Bondholders shall be validly given if mailed to them at their respective addresses in the register of Bondholders maintained by the Registrar or published in a leading newspaper having general circulation in Asia (which is expected to be the Asian Wall Street Journal) and, so long as the Bonds are listed on the Singapore Stock Exchange and the rules of that exchange so require, published in a leading newspaper having general circulation in Singapore (which is expected to be The Business Times). Any such notice shall be deemed to have been given on the later of the date of such publication and the seventh day after being so mailed, as the case may be.

18 AGENTS

The names of the initial Agents and their specified offices are set out below. The Issuer reserves the right, subject to the prior written approval of the Trustee, at any time to vary or terminate the appointment of any Agent and to appoint additional or other Agents. The Issuer will at all times maintain (i) a Principal Agent, (ii) a Registrar, (iii) an Agent having a specified office in a major financial centre in Europe, (iv) a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any European Union Directive 2003/48/EC or any other Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive and (v) an Agent having a specified office in Singapore upon the issue of Bonds in definitive form, so long as the Bonds are listed on the Singapore Stock Exchange and the rules of that exchange so require. Notice of any such termination or appointment, of any changes in the specified offices of any Agent and of any change in the identity of the Registrar or the Principal Agent will be given promptly by the Issuer to the Bondholders in accordance with Condition 17 and in any event not less than 30 days’ notice will be given.

—64— So long as the Bonds are listed on the Singapore Stock Exchange and the rules of the Singapore Stock Exchange so require, in the event that the Global Certificate is exchanged for definitive certificates, the Issuer shall appoint and maintain a paying agent in Singapore, where the Bonds may be presented or surrendered for payment or redemption. In addition, in the event that the Global Certificate is exchanged for definitive certificates, an announcement of such exchange shall be made through the Singapore Stock Exchange and such announcement will include all material information with respect to the delivery of the definitive certificates, including details of the Singapore paying agent.

19 INDEMNIFICATION

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified and/or secured and/or prefunded to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for any profit.

20 CURRENCY INDEMNITY

20.1 Currency of Account and Payment

U.S. Dollars (the “Contractual Currency”) is the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Bonds and the Trust Deed, including damages.

20.2 Extent of Discharge

An amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise), by the Trustee or any Bondholder in respect of any sum expressed to be due to it from the Issuer will only discharge the Issuer to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make tat purchase on that date, on the first date on which it is practicable to do so).

20.3 Indemnity

If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under the Bonds or the Trust Deed, the Issuer will indemnify the recipient against any loss sustained by it as a result. In any event, the Issuer will indemnify the recipient against the cost of making any such purchase.

21 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Bond, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

22 GOVERNING LAW AND JURISDICTION

22.1 Governing Law: The Trust Deed and the Bonds and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.

—65— 22.2 Arbitration: The Issuer irrevocably agrees that any legal action or proceedings arising out of or in connection with any Bonds (including any dispute relating to any non-contractual obligations arising out of or in connection with any Bonds) and accordingly any legal action or proceedings arising out of or in connection with any Bonds (including any dispute relating to any non-contractual obligations arising out of or in connection with any Bonds) (“Proceedings”) will, upon the written request of the Trustee, be settled by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre from time to time in force, which rules are deemed to be incorporated by reference into this Condition 22.2 (the “Rules”). The place of arbitration shall be Singapore at the facilities of the Singapore International Arbitration Centre and the language of the arbitration shall be English. The number of arbitrators shall be three, each of whom are appointed in accordance with the Rules, shall be disinterested in the claim, dispute or difference, shall have no connection with the Issuer, the Trustee or any Bondholder and shall be an attorney experienced in international finance transactions. The costs of the arbitration shall be determined and paid by the parties to the arbitration as provided in the Rules.

Each party to the arbitration undertakes to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

The Issuer agrees that, if the Trustee has requested for a Proceeding to be settled by arbitration under the Rules pursuant to this Condition 22.2, save only to enforce in any court having jurisdiction any award rendered by the arbitrators, it shall not institute any Proceedings on the same facts in any other court and shall request for any Proceedings in any other court to be dismissed. In the event that any Proceedings are instituted in any court to enforce any arbitration award, the person or persons against whom enforcement of that arbitration award is sought shall pay all costs, including without limitation, the costs of legal counsel and translation fees, of the person or persons seeking the enforcement of that arbitration award. The arbitration shall be held within six months of the date of the appointment of the arbitrators and the arbitrators are authorised to assess costs against a party who has caused delay or who has failed to comply with any Rules. The decision of the arbitrators shall be final, binding and incontestable and may be used as a basis for judgment thereon in any jurisdiction.

22.3 Jurisdiction: Without prejudice to the right of the Trustee to revert to arbitration pursuant to Condition 22.2, the courts of England are to have jurisdiction to settle any Proceedings and accordingly any Proceedings may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Trustee and the Bondholders and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction whether concurrently or not).

22.4 Appointment of Process Agent

The Issuer has, in the Trust Deed, irrevocably and unconditionally appointed TMF Corporate Services Limited of 6 St. Andrew Street, 5th Floor, London EC4A 3AE for the time being as its agent for service of process in England in respect of any Proceedings and has undertaken that in the event of such agent ceasing so to act it will appoint such other person as its agent for that purpose.

—66— PROVISIONS RELATING TO THE BONDS REPRESENTED BY THE GLOBAL CERTIFICATE

The Global Certificate contains provisions which apply to the Bonds in respect of which the Global Certificate is issued, some of which modify the effect of the “Terms and Conditions of the Bonds” set out in this Offering Circular. The following is a summary of those provisions. Terms defined in the “Terms and Conditions of the Bonds” have the same meaning in the paragraphs below.

Meeting

The holder (and any proxy or representative appointed by it) of the Global Certificate will be treated as being two persons for the purposes of any quorum requirements of a meeting of Bondholders and, at any such meeting, as having one vote in respect of each Baht 1,000,000 in principal amount of Bonds for which the Global Certificate is issued. The Trustee may allow a person with an interest in Bonds in respect of which the Global Certificate has been issued to attend and speak (but not to vote) at a meeting of Bondholders on appropriate proof of his identity and interest.

Cancellation

Cancellation of any Bond by the Issuer following its redemption, conversion or repurchase by the Issuer will be effected by a reduction in the principal amount of the Bonds in the register of Bondholders.

Trustee’s Powers

In considering the interests of Bondholders while the Global Certificate is registered in the name of a nominee for a clearing system, the Trustee may, to the extent it considers appropriate to do so in the circumstances but without being obliged to do so, (a) have regard to any information as may have been made available to it by or on behalf of the relevant clearing system or its operator as to the identity of its accountholders (either individually or by way of category) with entitlements in respect of the Bonds and (b) consider such interests on the basis that such accountholders were the Bondholders in respect of which the Global Certificate is issued.

Conversion

Subject to the requirements of Euroclear and Clearstream, Luxembourg (or any clearing system (other than Euroclear and Clearstream, Luxembourg) as shall have been designated by the Issuer and approved by the Trustee) (the “Alternative Clearing System”), the Conversion Right attached to a Bond in respect of which the Global Certificate is issued may be exercised by the presentation thereof to, or to the order of, the Principal Agent of one or more Conversion Notices duly completed by or on behalf of a holder of a book-entry interest in such Bonds. Deposit of the Global Certificate with the Principal Agent together with the relevant Conversion Notice(s) shall not be required. The exercise of the Conversion Right shall be notified by the Principal Agent to the Registrar and the holder of the Global Certificate.

Payment

Payments in respect of Bonds represented by the Global Certificate will be made without presentation or if no further payment is to be made in respect of the Bonds, against presentation and surrender of the Global Certificate to, or to the order of the Principal Agent or such other Paying Agent as shall have been notified to the Bondholders for such purpose.

Notices

So long as the Bonds are represented by the Global Certificate and the Global Certificate is held on behalf of Euroclear or Clearstream, Luxembourg or the Alternative Clearing System, notices to Bondholders may be given by delivery of the relevant notice to Euroclear or Clearstream, Luxembourg or the Alternative Clearing System, for communication by it to entitled accountholders in substitution for notification as required by the Terms and Conditions of the Bonds.

—67— Bondholder’s Redemption

The Bondholder’s redemption options in Conditions 8.3, 8.5 and 8.6 of the Terms and Conditions of the Bonds may be exercised by the holder of the Global Certificate giving notice to the Principal Agent of the principal amount of Bonds in respect of which the option is exercised and presenting the Global Certificate for endorsement or exercise (if required) within the time limits specified in the Terms and Conditions of the Bonds.

Redemption at the Option of the Issuer

The options of the Issuer provided for in Condition 8.2 of the Terms and Conditions of the Bonds shall be exercised by the Issuer giving notice to the Bondholders within the time limits set out in and containing the information required by Condition 8.9 of the Terms and Conditions of the Bonds.

Bondholder’s Tax Option

The option of Bondholders not to have the Bonds redeemed as provided in Condition 8.4 of the Terms and Conditions of the Bonds shall be exercised by the presentation to any Paying Agent, or to the order of such Paying Agent, of a duly completed notice within the time limits set out in and containing the information required by Condition 8.4.2 of the Condition.

Registration of Title

Certificates in definitive form for individual holdings of Bonds will not be issued in exchange for interests in Bonds in respect of which the Global Certificate is issued, except if either Euroclear or Clearstream, Luxembourg (or any Alternative Clearing System) is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so.

Transfers

Transfers of interests in the Bonds will be effected through the records of Euroclear and Clearstream, Luxembourg (or any Alternative Clearing System) and their respective participants in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg (or any Alternative Clearing System) and their respective direct and indirect participants.

Enforcement

For the purposes of enforcement of the provisions of the Trust Deed against the Trustee, the persons named in a certificate of a clearing system as account holders in that clearing system may be recognised as the beneficiaries of the trust set out in the Trust Deed, to the extent of the principal amount of their interest in the Bonds set out in the certificate of the clearing system, as if they were themselves the Bondholders in such principal amounts.

—68— DESCRIPTION OF THE SHARES

Set forth below is certain general information relating to the Shares, including brief summaries of certain provisions of the Articles of Association of the Company (the “Articles”), the Public Limited Companies Act B.E. 2535 (A.D. 1992), as amended (the “PLCA”) and the Securities and Exchange Act B.E. 2535 (A.D. 1992), as amended (the “Thai SEC Act”).

General

As of the date of this Offering Circular, the Company’s registered capital is Baht 1,649,786,871.40 divided into 16,497,868,714 ordinary shares with the par value of Baht 0.10 each of which 15,490,956,540 fully-paid shares are issued and outstanding and 1,006,912,174 shares are unissued. As of the date of this Offering Circular, 542,183,478 unissued Shares have been approved for issue on conversion of the Bonds. All the issued Shares are in registered form and are listed on the SET.

The PLCA provides that any change in the registered capital of a public company, such as the Company, requires approval by shareholders at a shareholders’ meeting for amendment of its Memorandum of Association and that any such change must be registered with the Ministry of Commerce.

Shares issued as fully-paid are not subject to calls for further payments or contributions by the Company from their holders.

Transfer of Shares

Under the PLCA, which applies to shares listed on the SET, a transfer of listed shares in certificated form is valid between the transferor and the transferee by an endorsement on the back of the share certificate representing the shares transferred and the delivery of the endorsed certificate to the purchaser or his broker. For a transfer to be valid against the Company, a request for an entry of the transfer into a share register book must be received by the Company (through the TSD). To be valid against a third party, the entry of the transfer must actually be made into the share register book.

See “Taxation—Thai Taxation” for a description of Thai stamp duty on transfers.

Limitation on Foreign Ownership of Shares

Under the PLCA, the Company is not allowed to set share transfer restrictions, unless the purpose of the restriction is to preserve its lawful rights and benefits or to maintain the ratio of shareholding between Thai shareholders and non-Thai shareholders.

The Articles, as recently amended, contain a 25.0% foreign ownership restriction with additional 5.0% reserved for Bondholders who exercise their conversion rights into the Shares of the Company. In case foreign shareholdings reach the limit of 30.0%, Bondholders can hold Shares resulting from conversion in the form of NVDRs. See “—Non-Voting Depositary Receipts” for a discussion on NVDRs.

If a non-Thai person acquires shares which results in the aggregate percentage of shares owned by non-Thai persons to exceed the permitted foreign ownership limit, the Company (or TSD acting as the Company’s registrar) may refuse to register the ownership of such shares or divestment may be required. In such event, such person may lose the benefit of his/her investment (i.e. he/she will not be entitled to attend and vote at any shareholders’ meeting nor receive any dividends). It may not always be possible for a non-Thai person acquiring shares to know in advance whether the shares being acquired will fall within legal limits and be eligible to be registered in the person’s name. The

—69— Articles do not have a definition of a “non-Thai” person. However, the definition of a “foreigner” in the Foreign Business Act B.E. 2542 (1999) is generally used. The definition is:

(i) any natural person who is not a Thai national;

(ii) any juristic person which is not registered in Thailand;

(iii) a juristic person registered in Thailand having the following characteristics:

(a) one-half or more of whose capital shares are held by, or one-half or more of the value of whose capital has been invested by, persons falling within (i) or (ii) above; or

(b) a limited partnership or registered ordinary partnership whose managing partner or manager is a person falling within (i) above; or

(iv) a juristic person registered in Thailand one-half or more of whose capital shares are held by, or one-half or more of the value of whose capital has been invested by, persons falling within (i), (ii) or (iii) above.

However, such non-Thai person can choose to hold the shares of the Company in the form of NVDRs. See “—Non-Voting Depositary Receipts” for a discussion on NVDRs.

The Bonds are convertible bonds issued and entirely offered in the foreign market for this purpose. As at 3 July 2014, 10.6% of the issued Shares were registered in the name of non-Thai individuals or entities.

Dividends

Under the PLCA, a public company is not permitted to distribute dividends except from its profits after tax. If a company has an accumulated loss, no distribution of dividends is permitted. Distribution of annual dividends must first be approved by the shareholders in general meeting. Distribution of interim dividends requires only the approval of the board of directors which may be given if the directors deem that the company has sufficient profits to be so distributed. Distribution of an interim dividend must be reported to the shareholders in the next general meeting of shareholders held after the board of directors has authorised the payment of interim dividends. Dividends (annual or interim) are distributed equally on each and every ordinary share outstanding. Annual dividends may be distributed either in cash or, if approved by the shareholders in general meeting and there are unissued shares available, in form of shares.

The PLCA provides that a company is required to set aside a legal reserve in an amount not less than 5.0% of its net profits after tax less any loss carried forward until its legal reserve equals at least 10.0% of its registered capital. As at 18 August 2014, the Company’s registered capital is Baht 1,649,786,871.40 while its legal reserve (as at 30 June 2014) is Baht 170 million, exceeding the 10.0% legal reserve requirement.

Meeting of Shareholders

The PLCA and the Articles provide that an annual general meeting of shareholders must be held within four months after the end of each fiscal year of the Company. Extraordinary general meetings of shareholders may be convened by resolution of the board of directors whenever it considers appropriate or by shareholders, holding, in aggregate, not less than 20.0% of all issued Shares or 25 or more shareholders holding together not less than 10.0% of all issued Shares. Notice in writing of a general meeting stating the place, date, time and agenda with reasonable details of the matters to be discussed, including the opinion of the board of directors on such matters, must be sent to every

—70— shareholder and the Public Companies Registrar, Department of Business Development, Ministry of Commerce not less than seven days before the date of the meeting and the notice must also be published in a local newspaper for three consecutive days, the date of the last publication being not less than three days before the date of the meeting.

The PLCA and the Articles further provide that a quorum for any shareholders’ meeting is not less than 25 shareholders or not less than half of the total number of shareholders and the aggregate number of Shares held by such shareholders must be not less than one-third of the total issued Shares. If a quorum is not present within one hour, the meeting shall be dissolved, in the case of a meeting requisitioned by the shareholders, or, in every other case, adjourned to another date with a notice sent to the Shareholders not less than seven days in advance of such adjourned meeting, and at such adjourned meeting no quorum is required.

If a shareholder is represented at a shareholders’ meeting by proxy, a form of proxy must be delivered to the chairman or acting chairman of the meeting before the proxy is permitted to attend the meeting.

Voting Rights

The Articles provide that a holder of Shares has one vote for each Share held. Except for any matters required by applicable laws or regulations and in the following matters, which require at least three-quarters of all votes of the shareholders who are present and are entitled to vote, a resolution can be adopted at a general meeting of shareholders by a simple majority of the votes cast:

(i) the sale or transfer of all or a substantial part of the business of the Company to other persons;

(ii) the purchase or acceptance of a transfer of the business of other companies or private companies to the Company;

(iii) the making, amendment or termination of contracts relating to the leasing out of all or a substantial part of the business of the Company, the assignment of any other process to manage the business of the Company or the consolidation of the business with other persons with an objective of profit and loss sharing; and

(iv) the increase or reduction of the share capital, the issue of bonds, amalgamation with another company, the dissolution of the Company or any amendment to the Memorandum or Articles.

In the event of a tie, the chairman of the meeting is entitled to cast a vote.

Pre-Emptive Rights and Issuance of Additional Shares

The PLCA provides that all or some of any new shares may, by resolution of a general meeting, be offered to existing shareholders in proportion to their respective shareholdings or offered to the public or other persons. Shares issuable on conversion of Bonds are not subject to any pre-emptive rights. Every increase of the registered share capital must be registered with the Ministry of Commerce within 14 days after the date of the shareholders’ meeting in order to comply with the requirements for the increase of the registered share capital.

—71— Register of Shareholders

The register of Shareholders of the Company is maintained by the TSD.

Annual Report

The PLCA provides that the audited balance sheet and profit and loss account must be sent to each shareholder together with the notice for the annual general meeting at which the balance sheet and profit and loss account will be submitted for approval by the shareholders.

Acquisition by the Company of its Own Shares

Pursuant to the PLCA and the Articles, the Company may not acquire its own shares nor accept them in pledge provided that:

• The Company may repurchase its shares from dissenting shareholders who vote against a shareholders’ resolution at a shareholders’ meeting approving an amendment to the Articles in respect of voting rights and the right to receive dividends which such shareholders view to be unfair to them; or

• The Company may repurchase its shares for financial management purposes when it has accumulated profits and excess liquidity, provided that the share repurchase will not cause the Company financial difficulty.

The repurchase of shares shall be subject to the authority of the shareholders for approval. However, if the share repurchase is not more than 10.0% of the paid-up capital, the board of directors is authorised to approve such share repurchase without shareholders’ approval.

Shares purchased and held by the Company may not be counted towards forming a quorum of meetings of shareholders, and do not carry any voting rights or the right to receive any dividend. Under the Articles, the Company is required to sell these shares within the period prescribed by the share repurchase scheme. If the Company fails to dispose of the Shares within this prescribed period, it is required to reduce its paid-up capital by writing off the unsold shares.

Liquidation Rights

In the event of the liquidation of the Company, the assets remaining after satisfaction of all indebtedness of the Company or after an appropriation for such payment will be distributed pro rata to the shareholders in accordance with their respective shareholdings.

Non-Voting Depositary Receipts

Investment in Thai companies or in certain Thai securities by “non-Thai persons” may be limited by the Foreign Business Act B.E. 2542 (1999), as amended, by a Board of Investment Promotion Certificate issued under the Investment Promotion Act B.E. 2520 (1977), as amended, or by restrictions contained in a company’s articles of association. A new class of securities in Thai companies, non-voting depository receipts, or “NVDRs” issued by Thai NVDR Company Limited represents an investment alternative that allow foreign investors to receive financial benefits (dividends and the ability to participate in right issues but not voting rights) associated with the ownership of securities in a company whose securities are listed on the SET without being concerned about the foreign shareholding limitations. Further, trading NVDRs is similar to trading other securities on the SET. The creation of NVDRs was authorised by the SEC in accordance with the SEC notification No. TorJor. 31/2552 re: Offering of Non-Voting Depositary Receipt by the Subsidiary of the Stock Exchange of Thailand, dated 1 September 2009. The NVDRs are a SET-listed security issued by the Thai NVDR Company Limited, a wholly-owned subsidiary of the SET, representing underlying shares registered in the name of Thai NVDR Company Limited, enabling non-Thais to receive the

—72— underlying economic benefits of shares that may otherwise only be held by Thai persons. The Thai NVDR Company Limited may issue additional NVDRs from time to time upon receipt of NVDR purchase orders from investors and after the purchase of the underlying shares. Holders of NVDRs are not considered shareholders of the underlying issuer, and do not have any rights as shareholders of the underlying issuer. Consequently, unlike shareholders of the Company, NVDR holders cannot be involved in the Company’s decision-making process. Thai NVDR Company Limited, as the shareholder of the underlying issuer, reserves the right to attend the meeting of the shareholders of the underlying issuer, but shall not vote unless the meeting has been called specifically to consider delisting the underlying securities. No person may hold NVDRs and shares in a Thai-listed company that reaches or exceeds 25.0% of the total number of voting rights of such a company. When any person, on his own or with his related person, acquires or disposes of the NVDRs and the underlying shares, and thereby (treating each NVDR as the equivalent of one underlying share) increases or decreases the number of the shares by any multiple of 5.0% of the total number of voting rights of such business, he must report to the Thai NVDR Company Limited within three business days following the date of such an acquisition or disposition.

Government Regulations

The Company is operating under the Sanatorium Services Act B.E. 2541 (1998), as amended, including the Ministerial Regulations and the Notifications of the Ministry of Public Health issued thereunder.

—73— USE OF PROCEEDS

The net proceeds from this offering, after deduction of commission fees but not expenses payable in relation to the offering of the Bonds, are expected to be approximately Baht 9,897 million (US$305 million). The Issuer intends to use the net proceeds it receives for general corporate purposes, including to refinance existing debt.

—74— EXCHANGE RATES

The following table sets forth, for the periods indicated, the means of the average buying (transfer) rates and the average selling rates published by the Bank of Thailand. The average buying (transfer) rates and average selling rates are calculated by averaging the foreign exchange counter rates quoted by commercial banks registered in Thailand. No representation is made that the Baht or U.S. Dollar amounts set forth herein and referred to elsewhere in this Offering Circular could have been, or could be, converted into U.S. Dollars or Baht, as the case may be, at the rates indicated, at any particular rates, or at all. The weighted-average interbank exchange rate published by the Bank of Thailand as at 30 June 2014 (which was the last date in June 2014 that such rate was published), which is used for translations of certain Baht amounts into U.S. Dollars in this Offering Circular, was Baht 32.448 = US$1.00.

For the periods indicated (Baht per US$1.00)

Low High Average Period-end 2011...... 29.70 31.72 30.50 31.70 2012 ...... 30.25 31.91 31.09 30.63 2013 ...... 28.66 32.82 30.74 32.82 2014 January ...... 32.77 33.11 32.94 33.02 February ...... 32.32 32.91 32.65 32.63 March ...... 32.13 32.60 32.39 32.44 April ...... 32.19 32.54 32.32 32.32 May...... 32.38 32.80 32.53 32.80 June ...... 32.37 32.88 32.51 32.45 July ...... 31.77 32.40 32.10 32.00 August ...... 31.82 32.25 32.01 31.95 September (up to 10 September 2014) . . . 31.97 32.15 32.06 32.15

Source: Bank of Thailand

On 10 September 2014, the closing exchange rate was Baht 32.15 to US$1.00.

—75— DIVIDENDS

Dividend Payments

The following is the dividend history of the Shares of the Company for the periods indicated:

Dividend Per Share Date of Payment Dividend Per Share (Adjusted)(1)

(Baht per Share) (Baht per Share) 2010 ...... 19April 2010 0.70 0.07 2011...... 12January 2011 0.80 0.08 2012 ...... 4May2012 1.10 0.11 2013 ...... 3May2013 1.80 0.18 2014 ...... 2May2014 2.00 0.20

Notes: (1) Adjusted for the change in par value of the Shares from Baht 1.00 to Baht 0.10 in April 2014, which resulted in an increase in the number of the Shares from 1,700,004,771 shares to 17,000,047,710 shares.

Dividend Policy of the Company

As a public company, the Company is not permitted to distribute dividends except from its profits after tax. If the Company has an accumulated loss, no distribution of dividends is permitted. The Company’s policy is to pay dividends at no less than 50.0% of the Company’s standalone profits, depending on the Company’s business expansion needs and capital requirements in each year. Shareholders’ approval is required before any final dividend payments can be made. However, an interim dividend can be paid following approval by the board of directors if the board deems that the Company has had good operating results and sufficient liquidity.

Dividend Payment Policy of the Subsidiaries

In cases where the subsidiary of the Company is not listed on the SET, the policy is for the subsidiary to set aside profit as reserves prescribed by law and cash reserves as deemed necessary for the operation of its business. Once the reserves have been allocated, the subsidiaries may then allot the remaining profit as dividends to shareholders.

In the case where shares of the subsidiary of the Company are listed on the SET, the policy of dividend payment for such subsidiary will be set by the subsidiary’s board of directors as they deem appropriate and in compliance with the policy that has been announced to investors.

—76— CAPITALISATION AND INDEBTEDNESS

The following table sets forth the unaudited consolidated capitalisation and indebtedness of the Company as at 30 June 2014 and as adjusted to reflect the issuance of the Bonds. This table is extracted without material adjustment from, and should be read in conjunction with, the Company’s unaudited consolidated financial statements included in this Offering Circular (see “Index to Financial Statements” below). Save as disclosed in the notes below, there has been no material change in the capitalisation, indebtedness or contingent liabilities of the Company and its subsidiaries since 30 June 2014.

Actual unaudited as at Adjusted unaudited as at 30 June 2014 30 June 2014

Baht US$ Baht US$ (in thousands) Cash and cash equivalents(1) ...... 3,211,966 98,988 12,108,466 373,165

Indebtedness Bank overdrafts and short-term loans from financial institutions(3) ...... 1,015,586 31,299 15,586 480 Long-term loans from financial institutions ...... 11,191,429 344,904 11,191,429 344,904 Liabilities under finance lease agreements ...... 123,579 3,809 123,579 3,809 Debentures...... 11,090,617 341,797 11,090,617 341,797 The Bonds — Liability component(1)(2) .. — — 9,248,955 285,039 Total indebtedness ...... 23,421,211 721,808 31,670,166 976,028

Shareholders’ equity Issued and fully paid-up...... 1,549,096 47,741 1,549,096 47,741 Share premium...... 20,786,531 640,611 20,786,531 640,611 Retained earnings...... 19,337,830 595,964 19,337,830 595,964 Other components of shareholders’ equity(1)(2) ...... (324,468) (10,000) 323,077 9,957 Equity attributable to owners of the Company ...... 41,348,989 1,274,315 41,996,534 1,294,272 Non-controlling interests of the subsidiaries...... 2,023,764 62,369 2,023,764 62,369 Total shareholders’ equity ...... 43,372,753 1,336,685 44,020,298 1,356,641

Total capitalisation and indebtedness .. 66,793,964 2,058,492 75,690,464 2,332,670

Notes: (1) Assumes that the issuance of the Bonds will amount to Baht 10 billion (US$308 million). After deducting certain fees, but not expenses payable in relation to the offering of the Bonds, net proceeds to the Company will amount to approximately Baht 9,897 million (US$305 million). (2) The liability component and equity component of the Bonds were calculated in accordance with Thai GAAP based on certain assumptions on yield of a straight bond that is comparable to the Bonds. The auditors of the Company have not verified the assumptions used and the actual unaudited numbers for the liability component and the equity component of the Bonds as of 30 September 2014 after the completion of the offering of the Bonds may be different from the numbers stated here. (3) Assumes that Baht 1 billion of bank overdrafts and short-term loans from financial institutions will be repaid after the completion of the offering of the Bonds.

—77— THAI HEALTHCARE INDUSTRY

Certain information and statistics presented in this section have been taken from sources in the public domain. The Issuer does not have any confirmation that the information provided by these sources is inaccurate in any material respect. Neither the Issuer, any of its respective affiliates, advisors, nor the Joint Lead Managers have independently verified the information included in this section. The information may not be consistent with other information available within or outside Thailand.

Thailand Hospital Industry Overview

Healthcare expenditure in Thailand was US$14.40 billion in 2012, accounting for 3.9% of the country’s gross domestic product (“GDP”) according to the World Bank. Thailand’s healthcare expenditure has increased at a compounded annual growth rate (“CAGR”) of 12.2% from 2003 to 2012. The healthcare expenditure in Thailand grew at a faster rate compared to that of its real GDP growth, with a CAGR of 3.9% from 2003 to 2012 according to the Bank of Thailand.

Thailand’s healthcare industry is expected to be driven by strong demand from favourable demographic trends, a rising middle class, underpenetrated healthcare industry and growth in medical tourism. However, public healthcare supply is limited in terms of beds per population of public healthcare facilities. In addition, the low level of clinical staff per population relative to Thailand’s peers is another challenge to the public healthcare facilities. It is therefore expected that private healthcare providers, with a relatively greater availability of beds, higher quality of service and better access to clinical personnel, would be well placed to capitalise on the growing demand and limited supply in Thailand’s healthcare industry.

Public Healthcare Schemes in Thailand

There are three major public healthcare schemes in Thailand:

• Civil Servant Medical Benefit Scheme (“CSMBS”) — CSMBS was established in 1978 and is funded by the government of Thailand and contributions by beneficiaries. This scheme provides civil servants and state enterprise employees, including their defined relatives, with medical services at registered primary care facilities at 1,027 public and 216 private hospitals. The scheme covered 8.6% of Thailand’s population in 2013.

• Social Security System (“SSS”) — SSS was established in 1990 and is funded by employees, employers and the government of Thailand. The scheme provides Thai private employees with a certain amount of medical subsidy at 156 public and 85 private hospitals. The policy covered 15.4% of Thailand’s population in 2013.

• The Universal Healthcare Coverage Policy (“UHCCP”) — UHCCP was established in 2002 and is funded by the government of Thailand and contributions by beneficiaries of Baht 30 per visit. The scheme provides Thai citizens with medical services at registered primary care facilities at 924 public and 36 private hospitals. The policy covered 74.4% of Thailand’s population in 2013.

A person covered by the above-mentioned public healthcare schemes may also seek private healthcare services.

Under the UHCCP, beneficiaries receive medical coverage for inpatient and outpatient care at registered primary care facilities and referrals to secondary and tertiary care facilities (except in emergency cases), dental care, health promotion and prevention services and pharmaceutical prescriptions. The UHCCP is funded by a capitation fee which is allocated to provinces according to the registered population. The only out-of-pocket payment by the beneficiaries is a Baht 30 (approximately US$1.00) payment per visit and the population living below the poverty line is

—78— exempted from this payment. This policy is commonly referred to as the “30 Baht scheme”. The implementation of the UHCCP has resulted in a greater proportion of the Thai population having access to public healthcare. However, as a result of the UHCCP, clinical staff, services and finances in public healthcare hospitals have been under increased pressure.

The underfunding of the UHCCP has also resulted in talented clinical staff leaving the public healthcare sector to work in the better funded private healthcare sector. Thailand’s middle class, concerned about waiting time and service quality, are increasingly using the services offered by the private healthcare sector. Private healthcare patients are generally patients who are responsible for paying their own medical expenses, contracting patients who are employees of private companies that have entered into agreements with the servicing hospitals and patients whose medical expenses are covered by insurance companies. Patient revenue per treatment from private healthcare patients is generally higher than patient revenue per treatment from patients under public healthcare scheme. As a result, private hospitals targeting private healthcare patients are able to charge patients fees which are determined by the market, making them better funded and enabling them to provide better healthcare services, hospital infrastructure and equipment.

Increasing Healthcare Demand in Thailand

Favourable Demographic Trend

The increase in population, longer life expectancy which leads to an aging population, and a more health conscious trend in Thailand is expected to increase the demand for sophisticated medical procedures and healthcare services. The population of Thailand is forecasted to reach 68 million in 2020, primarily due to an overall improvement in healthcare services according to the United Nations World Population Prospectus (2014 Revision). In 2010, 8.9% of Thailand’s population was aged above 65 and this figure is expected to rise to 12.3% by 2020 and therefore, Thailand would have the highest percentage of population above 65 in Southeast Asia after Singapore according to the United Nations World Population Prospectus (2014 Revision).

Rising Middle Class

Thailand’s GDP per capita has increased from Baht 136,918 to Baht 174,376 or a CAGR of 5.0% from 2008 to 2013 according to the International Monetary Fund. Going forward, Thailand’s GDP per capita is expected to grow at a CAGR of 5.7% from 2013 to 2019 from Baht 174,376 in 2013 to Baht 242,523 in 2019 according to the International Monetary Fund. In addition, higher gross provincial product (“GPP”) per capita in non-Bangkok regions, including the northern, northeastern, southern, central and western regions of Thailand according to the National Economic and Social Development Board, suggests increasing ability to access more sophisticated and high quality healthcare services, which in turn drives the demand within Thailand’s healthcare industry. Higher dispensable income among all regions of Thailand will make healthcare services more affordable and accessible, which in turn drives the overall healthcare demand in Thailand.

Underpenetrated Healthcare Industry

Thailand is ranked sixth amongst ASEAN countries in terms of healthcare expenditure as a percentage of GDP at 3.9% in 2012 according to the World Health Organisation. Likewise, Thailand’s proportion of healthcare expenditure as a percentage of GDP is significantly lower compared to that of developed countries. For example, healthcare expenditure in Japan and United Kingdom in 2012 were at 10.1% and 9.4% of GDP, respectively, according to the World Health Organisation. This suggests that there is significant room for growth for Thailand’s healthcare industry.

—79— Thailand’s healthcare industry is underpenetrated when compared to other countries

Healthcare expenditure as percentage GDP

Unit: percent

17.9%

10.1% 9.1% 9.4%

6.6% 5.4% 5.4% 4.6% 4.7% 3.9% 4.0% 4.0% 2.9% 3.0% 2.3% 1.8% Lao India China Japan Brunei America Malaysia Thailand Australia Viet Nam Myanmar Indonesia Cambodia Singapore Philippines United Kingdom

Source: World Health Organisation Database

Medical Tourism

Thailand is one of the key destinations in Southeast Asia for medical tourism. The medical tourism industry in Thailand has been growing over the past five years. International patient revenue has been growing at a CAGR of 24.3% between 2008 and 2012 to Baht 121,658 million in 2012 according to the Thai Ministry of Public Health.

Thailand’s key competitive advantages are its competitive pricing, quality and accredited clinical excellence. On average, medical procedures in Thailand are 86.0% less expensive compared to the United States and 19.8% less expensive compared to Singapore according to the World Health Organisation on Medical Tourism as of October 2013. In addition, Thailand has a higher number of hospitals that have received accreditation from the Joint Commission International (“JCI”) than its key competitors, such as India, Singapore and Malaysia according to the JCI.

Growing Health Insurance Coverage

Private insurance is one of the growth drivers of Thailand’s private healthcare expenditure. Private insurance spending has increased from Baht 19.1 billion in 2003 to Baht 43.4 billion in 2011, representing a CAGR of 10.8% according to the National Health Accounts of Thailand. In addition, the amount of Thailand’s population covered by private insurance has increased from 1.4 million in 2007 to 3.5 million in 2013 or at a CAGR of 15.8% according to the National Statistics Office. Thailand’s non-life insurance premium as a percentage of GDP in 2012 was 2.1%, which was relatively low compared to other developed countries, such as Australia (2.8%), United Kingdom (2.8%), United States of America (4.5%) and South Korea (5.3%) according to Swiss Re World Insurance Report 2012. This suggests a potential growth in private insurance spending.

—80— Limited Healthcare Supply in Thailand

Hospital Infrastructure in Thailand

Thailand has a total of 1,348 hospitals and 146,994 beds as of 2012, a majority of which are public hospitals. Public hospitals accounted for approximately 76.0% of the total number of hospitals and approximately 79.0% of the total number of beds in 2012 according to the Thai Ministry of Public Health.

In terms of hospital infrastructure, Thailand’s hospital bed density per 10,000 population is above average amongst ASEAN countries. The number of beds per 10,000 population in Thailand in 2012 is 21, which is comparable to Singapore. The number of hospital beds per 10,000 population in Japan, US and UK are 137, 29, and 29, respectively in 2012 according to the World Health Organisation (World Health Statistics 2014).

Clinical Staff

With more clinical staff trained during the past several years in Thailand, clinical staff per 10,000 population ratio (“clinical staff penetration”) in Thailand has increased from 23 in 2008 to 26 in 2012 or at a CAGR of 2.7% according to the Thai Ministry of Public Health. However, the level of clinical staff coverage in Thailand is still relatively low when compared to Singapore and Malaysia that have clinical staff penetration of 87 and 49, respectively, according to the World Health Organisation (World Health Statistics 2014). This suggests a clinical staff shortage in Thailand.

—81— BUSINESS

Overview

The Company is the largest Thai SET-listed hospital operator in Thailand in terms of revenues as of 30 June 2014 and market capitalisation. The Group has approximately 14.0% market share of private hospital registered beds in Thailand according to the Thai Ministry of Public Health’s Department of Health and Service Support, as of September 2013. As of 30 June 2014, the Group has 2,096 full-time doctors, 6,238 part-time doctors and 24,421 full-time staff.

As of the date of this Offering Circular, the Group operates 34 hospitals throughout Thailand and Cambodia under six key hospital brands, namely, Bangkok Hospital, Samitivej Hospital, BNH Hospital, Phyathai Hospital, Paolo Memorial Hospital and Royal International Hospital. These hospitals collectively provide a full range of medical services, such as diagnosis and non-surgical treatment of diseases, general surgery, cardiology, neurosurgery, orthopaedics and emergency services to local and foreign patients. They also provide outpatient and ancillary healthcare services, such as outpatient surgery, cardiology and physiotherapy. In addition, the Group’s network includes complementary non-hospital businesses, such as medical laboratories, pharmaceutical product manufacturing and distribution, and saline production.

The Group had consolidated net profit of Baht 6.26 billion (US$0.20 billion) for the year ended 31 December 2013, which represents a decrease from Baht 7.85 billion for the year ended 31 December 2012. The Group had consolidated total revenue of Baht 51.41 billion (US$1.58 billion) for the year ended 31 December 2013, which represents an increase from Baht 47.86 billion for the year ended 31 December 2012. As of 31 December 2013, the Group had Baht 76.40 billion (US$2.35 billion) in total assets, Baht 33.76 billion (US$1.04 billion) in total liabilities and Baht 42.64 billion (US$1.31 billion) in total equity on a consolidated basis.

The Group had consolidated net profit of Baht 3.58 billion (US$0.12 billion) and consolidated total revenue of Baht 27.25 billion (US$0.84 billion) for the six-month period ended 30 June 2014, which represents an increase from Baht 3.30 billion and Baht 24.66 billion, respectively, for the six-month period ended 30 June 2013. As of 30 June 2014, the Group had Baht 78.41 billion (US$2.42 billion) in total assets, Baht 35.03 billion (US$1.08 billion) in total liabilities and Baht 43.37 billion (US$1.34 billion) in total equity on a consolidated basis.

The Company’s shares have been listed on the SET since 1991 and as of 15 August 2014, the Company has a market capitalisation of Baht 283.5 billion (US$8.74 billion).

The Group’s vision is to be one of the premier secondary and tertiary healthcare providers in Southeast Asia, dedicated to providing leading international quality and customer-focused care. It is committed to being a leader in providing leading international and efficient medical care through a dedicated healthcare team, effective leadership and advanced technology. In this regard the Group has established extensive patient coverage, serving diversified patient segments, including international patients.

—82— Accreditations and Certifications

Through the development of existing technologies and investment in new technologies, medical expertise and other supporting medical-related facilities, the Group has become one of the top healthcare institutions in Southeast Asia, as evidenced by the awards and accreditations that it has received in recent years. These accreditations are as follows:

• Joint Commission International Accreditation. A number of hospitals in the Group have received both hospital accreditation and disease or condition-specific certification from the JCI in various specialty areas, including cancer, asthma, diabetes mellitus, joint replacement, pain management, primary stroke, traumatic brain injury, acute myocardial infarction and heart failure programmes.

• Hospital Accreditation of Thailand. In an effort to raise national standards of medical care, the Institute of Hospital Quality Improvement & Accreditation of Thailand adopted an independent system for evaluating private and public hospitals. A number of hospitals in the Group received this accreditation for their patient-focused approach to healthcare and their commitment to continuous quality improvement.

• Asian Hospital Management Award. A number of hospitals in the Group were awarded the Patient Safety/ Quality Medical Care Award as part of the Asian Hospital Management Award presented by the JCI, John Hopkins Medicine International and the International Hospital Federation in recognition of quality medical care.

• Telemedicine for the Mobile Society (“TEMOS”). TEMOS is a network of hospitals characterised by high quality standards in patient treatment and the application of telemedicine for the exchange of knowledge within their network of certified hospitals. A number of hospitals in the Group were awarded certification as a TEMOS partner following extensive evaluation.

• European Air Medical Institute (“EURAMI”) Accreditation. EURAMI accreditation was established to promote high quality aeromedical transfers and ensure safe medical aid by air rescue and flight transportation services. The accreditation process includes an evaluation of programme capability, medical management and training, aircraft operations and logistics, communications, management policies and quality control. Bangkok Hospital is the first EURAMI accredited medical facility in Asia.

• Reader’s Digest Trusted Brand Award: The Reader’s Digest Trusted Brand Award seeks to identify the brands in Asia that have gained the most trust from consumers, in particular, the “Gold” award is given to brands that scored significantly above their competitors. The Bangkok Hospital brand was awarded the “Trusted Brand, Gold” award by the Reader’s Digest for three consecutive years from 2010 to 2012.

—83— As of 30 June 2014, the Group has a total of 12 hospitals and one clinic with accreditation from the JCI and a total of 26 hospitals that received the Hospital Accreditation of Thailand. The following table summarises the JCI accreditations and the Hospital Accreditations of Thailand for the hospitals in the Group as of 30 June 2014.

Hospitals with Hospital Hospital Brand Hospitals with JCI Accreditation Accreditation of Thailand 1. Bangkok • Bangkok Hospital • Bangkok Hospital Hospital • Bangkok Heart Hospital • Bangkok Heart Hospital • Wattanosoth Cancer Hospital • Wattanosoth Cancer Hospital • Bangkok Hospital Pattaya • Bangkok Hospital Pattaya • Bangkok Hospital Phuket • Bangkok Hospital Rayong • Bangkok Hospital Samui • Bangkok Hospital Chantaburi • Bangkok Hospital Hua Hin • Bangkok Hospital Trad • International Clinic Koh Chang • Bangkok Hospital Phuket • Bangkok Hospital Had Yai • Bangkok Hospital Prapradang • Bangkok Hospital Ratchasima • Bangkok Hospital Pakchong • Bangkok Hospital Phitsanulok

2. Samitivej • Samitivej Sukhumvit Hospital • Samitivej Sukumvit Hospital • Samitivej Srinakarin Hospital • Samitivej Srinakarin Hospital • Samitivej Sriracha Hospital • Samitivej Sriracha Hospital • Samitivej Thonburi Hospital

3. BNH • BNH Hospital • BNH Hospital

4. Phyathai • Phyathai 2 Hospital • Phyathai 1 Hospital • Phyathai 2 Hospital • Phyathai 3 Hospital • Phyathai Sriracha Hospital • Phyathai Nawamin Hospital

5. Paolo Memorial • Paolo Memorial Hospital Phaholyothin • Paolo Memorial Hospital Chokchai 4 • Paolo Memorial Hospital Samutprakarn

—84— In addition, Bangkok Hospital Medical Centre received certification from the FIFA Medical Centre of Excellence in 2012, as the first of such centres in Thailand and Southeast Asia and third in Asia to receive such certification. Currently, there are only 26 medical institutions worldwide that have received such recognition. The standard promotes global harmonisation for the prevention, rehabilitation and aftercare of sport injuries, mental training, diet and anti-doping matters.

Historical Growth and Expansion

The Company was incorporated as a limited company in Thailand on 30 October 1969. On 26 February 1972, the Company opened its first private hospital, then known as the “Bangkok Hospital”. Since then, the Group’s operations expanded and it completed its initial public offering and listing on the SET on 2 October 1991. The Company converted to a public company limited on 3 January 1994.

The Group has increased the number of hospitals in its network through both greenfield and brownfield projects. The Group has focused on expanding in provinces in Thailand with high population density, growing income levels and the potential to attract both local and international patients, with particular emphasis on industrial estates and tourist destinations. The following table summarises the Group’s material growth and expansion from 2009 to 2013.

2004 - 2005 • Acquired Samitivej Hospital and BNH Hospital, respectively, both of which are recognised as well-known brand names within Thailand’s healthcare industry. These acquisitions strengthened the Group’s network of hospitals and its market position as a leading medical services provider in Thailand.

• Opened Bangkok Heart Hospital in 2004, as Thailand’s first private cardiovascular medical facility.

• Expanded the Group’s footprint in the southern region of Thailand by opening Bangkok Hospital Samui in 2004 following the opening of Bangkok Hospital Phuket in 1995, both of which are located in key tourist destinations.

• Opened Bangkok Cancer Hospital, a hospital devoted to providing cancer patients with the most effective range of traditional and innovative cancer treatment. This hospital was subsequently renamed Wattanosoth Cancer Hospital.

2006 • Acquired Bangkok Health Insurance Co. Ltd., which provided the Group with the licence to operate a health insurance business.

• Acquired hospitals in key tourist destinations along the eastern seaboard, namely, Bangkok Hospital Pattaya, Bangkok Hospital Rayong, Bangkok Hospital Chanthaburi and Bangkok Hospital Trad.

• Acquired Ratchasima Thonburi Hospital Co. Ltd., which owns and operates a 300-bed hospital in Nakhon-Ratchasima. Nakhon-Ratchasima is the second most populated province in Thailand that is a gateway to the northeastern region. The hospital was renamed Bangkok Hospital Ratchasima.

2007 • Expanded into the international market through the establishment of two hospitals in Cambodia, namely, the Royal Angkor International Hospital in Siem Reap and the Royal Rattanak International Hospital in Phnom Penh.

2010 • Expanded into the medical ancillary business by acquiring A.N.B. Laboratory Co. Ltd., a producer and distributor of sterile pharmaceutical products.

—85— 2011 • Extended the Group’s patient coverage to capture middle income as well as social security patients through the merger with Health Network PLC., the major shareholder of the Phyathai Hospital Group and the Paolo Memorial Hospital Group, adding eight new hospitals to the Group’s network.

• Opened Bangkok Hospital Hua Hin, which is located in a key tourist destination in the southern region of Thailand.

• Further strengthened the Group’s network in the northeastern region of Thailand by opening Bangkok Hospital Pak Chong, Nakhon-Ratchasima.

2012 - 2013 • The Medic Pharma Co. Ltd., the producer of pharmaceutical products became a subsidiary of the Group.

• Broadened the Group’s network in the northeastern region of Thailand by acquiring a hospital in Udon Thani (Bangkok Hospital Udon), which is a key business province and also serves as a gateway to Laos.

• Acquired Ratanavej Hospital, which includes Ratanavej Hospital for Children and Ratanavej Hospital 2 in Phitsanulok. Phitsanulok is a fast-growing province in the northern region of Thailand. The hospitals were operated by a new subsidiary of the Group under the name “Bangkok Hospital Phitsanulok”.

2014 • Expanded medical laboratories in Cambodia, Myanmar and Laos.

• Opened Bangkok Hospital Chiangmai, as the Group’s tertiary care hospital hub in the northern region of Thailand.

• Acquired Sanamchan Hospital Co., Ltd. (“Sanamchan”).

The Group also has investments in other hospital groups which the Group does not manage or operate. As of 30 June 2014, the group owns 23.9%, 38.2% and 25.1% of Bumrungrad Hospital Public Company Limited, Ramkhamhaeng Hospital Public Company Limited and Udon Pattana (1994) Co., Ltd., respectively.

Recent Developments

The Group has recently opened Bangkok Hospital Chiangmai on 11 July 2014, which has 36 available beds as of such date. Bangkok Hospital Chiangmai is the Group’s tertiary care hospital hub in the northern region and is established as the hub tertiary hospital that caters to high-income local patients and international patients, in particular, from China.

On 15 August 2014, the Group acquired Sanamchan with a total cash consideration of approximately Baht 3.7 billion (US$114.03 million). Sanamchan operates Sanamchan Hospital and holds a 44.5% and 25.0% equity interest in Thepakorn Hospital and Muangraj Hospital, respectively, and owns the land and building of Muang Petch Hospital. The description of each hospital as of 30 June 2014 is as follows:

• Sanamchan Hospital, located in Nakhonpathom, is a provider of basic tertiary healthcare and has 200 structured beds and an average of 518 daily outpatient visits for the six-month period ended 30 June 2014. It also has a specialised kidney centre, two hospital buildings, two support buildings and 38 rai of land (equivalent to 60,800 square metres), as well as medical equipment, such as MRI, CT scan, mammogram and cardiac catheterisation laboratory.

—86— • Thepakorn Hospital, located in Nakhonpathom, is a general clinic with 100 beds and an average of 255 daily outpatient visits for the six-month period ended 30 June 2014. Its key assets include two rai of land (equivalent to 3200 square metres) and two hospital buildings. The hospital participates in Thailand’s social security scheme and currently has 25,960 registered patients under the scheme.

• Muang Petch Hospital, located in Petchburi, has 255 beds and owns nine rai of land (equivalent to 14,400 square metres) and two hospital buildings.

• Muangraj Hospital, located in Ratchburi, has 100 structured beds. Its key assets include 15 rai of land (equivalent to 24,000 square metres), a hospital building and medical equipment such as CT scan and ultrasound. It also has a kidney centre that offers dialysis services to patients.

In total, the acquisition of Sanamchan will increase the number of structured beds in the Group’s network by 555 beds. Furthermore, it will extend the Group’s hospital reach into the western region of Thailand, where it previously had little exposure, and is expected to allow the Group to capture patients in the middle-income segment and social security patients. The Group established Bangkok Hospital Sanamchan Company Limited on 27 May 2014 to operate the Sanamchan businesses acquired. As of 31 December 2013, Sanamchan had Baht 793.7 million (US$24.46 million) in total revenue and Baht 120.6 million (US$3.72 million) in net profit. For the year ended 31 December 2013, Sanamchan had Baht 984.2 million (US$30.33 million) in total assets.

On 27 August 2014, the Company’s Board of Directors approved the establishment of a new subsidiary, Bangkok Phuket International Hospital Company Limited, to acquire the business of Phuket International Hospital Company Limited, which operates a private hospital in Phuket under the name Siriroj Hospital. It is expected that the acquisition price will be no more than Baht 3,607,500,000, and the acquisition will also include the transfer of all liabilities of Phuket International Hospital Company Limited in an amount not exceeding Baht 416,000,000. Closing is expected by the end of 2014, subject to satisfactory due diligence. Siriroj Hospital has 151 registered beds as of 27 August 2014. The acquisition is expected to increase the capacity of the Group to service middle income patients in the southern part of Thailand, and accommodate the expected growth of medical tourism in Phuket.

The Group has nine new hospitals in the pipeline. The new hospitals that are scheduled to commence operations by the end of 2014 are:

• Bangkok Hospital Chinatown, located in Bangkok, will be a provider of basic tertiary healthcare that targets the affluent ethnic Thai-Chinese residents in Bangkok.

• Bangkok Hospital Khon Kaen, located in Khon Kaen, which is a major province in the northeastern region of Thailand. The hospital was previously Vechprasit Hospital, which was acquired in 2013 and is currently undergoing a renovation process to become a basic tertiary care hospital.

• Royal Phnom Penh Hospital, located in Cambodia, will be a basic tertiary care hospital that targets Cambodian and expatriate patients.

• Sri-Rayong Hospital, located in Rayong province in the eastern region of Thailand, initially opened as a clinic and emergency room in December 2013 and will be a secondary care hospital that caters to middle-income patients.

• Dibuk Hospital, located in Phuket, will be a secondary care hospital that caters to middle-income patients.

Beyond 2014, the other new hospitals that are scheduled to commence operations are: Muang Petch Hospital, Samitivej Chonburi Hospital, Paolo Rangsit Hospital and Jomtien Hospital.

—87— Competitive Strengths

Largest and leading private hospital operator in Thailand

The Group is well-positioned to benefit from the rising demand for healthcare services in Thailand with its scale and network coverage. The Group is the largest listed private hospital operator in terms of both revenue, market capitalisation and the number of registered beds in Thailand. As of 15 August 2014, the Company has a market capitalisation of Baht 283.5 billion (US$8.74 billion). The Group had 4,849 registered beds, which amounted to approximately 14.0% of the market share of the private registered beds in Thailand according to the Thai Ministry of Public Health’s Department of Health and Service Support, as of September 2013. The Group has an extensive geographical coverage in Thailand with hospitals situated in 16 provinces and six regions across Thailand as of 15 August 2014.

Premium brand equity with reputation for clinical excellence, high service quality and a full range of medical services

The Group has a portfolio of six key hospital brands that provide a broad range of services from secondary, tertiary to super-tertiary healthcare services. The Group believes that it is also known for its clinical excellence and the quality of its services, particularly for the complex and high-intensity treatment. The Group’s multiple brands and service capabilities enable the Group to service a diverse demographic group of patients ranging from international patients and high-income patients to middle-income and social security patients. For example, the Group’s Bangkok Hospital, Samitivej Hospital and BNH Hospital brands are established to service high-income local patients and premium international medical tourists while its Phyathai and Paolo Memorial brands target middle-income local patients and social security patients. The Group’s hospitals have been accredited by leading local and international institutions. See “—Accreditations and Certifications”.

Scale and operational efficiency through extensive network of hospitals

The Group manages its network of hospitals in Thailand by implementing the “hub-and-spoke” model which enables resource sharing and cross-referrals. The cross-referral of patients within and across each hub network creates the size and scale for the Group’s operations and its investments, particularly for the investments in advanced medical technology, which can be capital intensive. Cross-referral of patients also enables the Group to share best practices among its network of hospitals. The Group’s hospital network allows it to also gain efficiency through the centralisation of resources, such as clinical staff. In addition, the Group has subsidiaries that provide centralised shared supporting services, including central procurement, laboratory services, supply chain management, accounting and IT systems. This generates cost savings and allows for standardisation of the Group’s supporting services.

Strong greenfield and brownfield expansion track record

The Group has significant experience in greenfield and brownfield expansion. The Group has developed nine new hospitals and acquired a total of 25 hospitals to date. As a result of such expansion, the Group’s consolidated total revenue and net profit (excluding extraordinary items) have increased at a CAGR of 31.5% and 32.4%, respectively, from 2003 to 2013. The Group has been able to maintain its operational margins while enhancing revenue and profitability growth throughout the period from 2003 to 2013.

The Group has internal criteria and methodologies in the evaluation of new greenfield projects. The Group builds and opens new hospitals in phases as it monitors ramp-up schedules and impacts on the Group’s financials. The Group also has a track record in acquisitions including, Samitivej, BNH and Health Network (Phyathai Hospital and Paolo Memorial Hospital). The Group believes that its

—88— greenfield and brownfield expansion demonstrates its ability to successfully identify, execute and integrate value-enhancing transactions. The Group has realised synergies from previous acquisitions through economies of scale on the procurement side, sharing of operational practices and greater depth of its clinical resource pool.

Strong financial position supporting expansion plans

The Group has maintained consistent revenue and EBITDA growth. For the year ended 31 December 2013, the Group has total revenue of Baht 51.41 billion (US$1.58 billion), representing a CAGR of 18.9% from 2008 to 2013, while EBITDA has risen to Baht 10.88 million (US$.34 million), representing a CAGR of 17.2% over the same period. For the six-month period ended 30 June 2014, the Group had total revenue and net profit of Baht 27.25 billion (US$0.83 billion) and Baht 3.58 billion (US$0.11 billion), which represent a year-on-year growth rate of 10.5% and 13.6%, respectively.

The Group has carefully managed its capital structure, with net debt/equity ratio and net debt/EBITDA ratio of 0.5 times and 1.7 times, respectively, as of 31 December 2013. The Group has received and maintained a rating of A+ from TRIS Rating Thailand since 2011. The Group believes that its balance sheet supports its future expansion plans.

Dedicated and experienced management team and ability to attract and develop clinical staff

The Group is led by an experienced management team with extensive experience and a track record in the healthcare industry. Many of the Group’s senior management are also qualified doctors from reputable medical institutions in Thailand and were trained by established international institutions, which provides the Group with in-depth knowledge of clinical operations.

The Group believes that its clinical staff are among the most experienced in Thailand. This allows the Group to provide more complex medical services or procedures and higher intensity clinical care, which the Group believes acts as a strong barrier to entry for its competitors. The Group believes that it is able to attract and retain high calibre clinical personnel with its reputation for clinical excellence, comprehensive training programmes, specialised research and development opportunities and competitive benefits. As of 30 June 2014, the Group is staffed with 2,096 full-time doctors, 6,238 part-time doctors, 6,158 nurses and 4,305 clinical staff.

Strategies

The Group’s primary objective is to maintain its position as the market leader within the private medical services industry in Thailand. It aims to provide its patients with an international standard of medical care, at competitive prices, combined with the high quality service that it believes its brands are known for. The Group intends to achieve this, while generating strong financial returns for its shareholders, by implementing the key strategies listed below.

Continue the Group’s growth strategy in order to maintain its market leadership

The Group aims to focus on three key areas of growth, namely, referrals growth, expansion of its hospital network and expansion of its non-hospital operations.

Referrals Growth

The Group intends to enhance its referral network in Thailand by leveraging on its “hub-and-spoke” system. In Thailand, the Group’s regional “hub” hospitals would offer a full range of tertiary and super tertiary care services with advanced medical care and equipment, whereas smaller “spoke” hospitals located in the less densely populated areas will act as gateways for the referral of patients to the regional “hubs” or other hub hospitals with the relevant expertise, including Bangkok Hospital Medical Centre for more sophisticated medical procedures. In addition, referral of patients

—89— may also come through local clinics and the Group’s existing pool of doctors who may have their own medical practices outside of their involvement within the Group’s hospitals. The Group also aims to grow its referrals of international patients by attracting patients from neighbouring countries through its existing network of local agents and hospital partners. In addition, the Group’s hospitals can be expanded to cope with additional referrals demand with minimal capital expenditure as the registered beds and available beds of these hospitals are generally lower than their structural capacity.

Expansion of Hospital Network

The Group plans to further expand its network of hospitals in strategic locations through both organic and inorganic expansion.

In strategic areas where the Group is looking to expand but is unable to find suitable targets for acquisition, it will expand organically through the development of greenfield hospitals. For example, the Group is aiming to complete the development of greenfield hospitals, such as Bangkok Hospital Chinatown and Sri-Rayong Hospital by the end of 2014, because no suitable brownfield opportunities were identified in those localities. Within the western region of Thailand, where the Group currently has a less significant presence, it has expanded into the locality through the brownfield acquisition of Sanamchan. See “—Historical Growth and Expansion”.

The Group believes that there are attractive opportunities in expanding operations internationally into neighbouring countries, such as Cambodia, Laos, Myanmar and Vietnam (“CLMV”). The Group believes that there is currently unmet demand for private medical care in CLMV and intends to expand into CLMV by opening referral clinics as well as through partnerships with local partners. The Group will continue to monitor and evaluate its presence, operations and investment strategies in these markets.

The Group observes internal investment guidelines to ensure that any expansion plans will be value-enhancing for its shareholders. These criteria include: (i) strategic fit within the Group’s portfolio of hospitals and potential synergies, which could result from the location of the hospital, the potential to attract patients or expand the Group’s patient base, as well as the potential to recruit and train new clinical staff; (ii) financial targets, such as the expected rate of return from the investment, the investment cost per bed and the expected pay-back period; and (iii) the impact on the Group’s balance sheet and capital structure as a result of the expansion.

Expansion of Non-Hospital Operations

The Group aims to expand strategically into non-hospital businesses in order to support its businesses. The Group has acquired The Medic Pharma Co. Ltd. and A.N.B. Laboratory Co. and will continue to explore further opportunities to invest in complementary non-hospital businesses.

Focus on quality and technical excellence of clinical services

Central to its strategy of focusing on the quality and technical excellence of its clinical services is the Group’s ability to attract, retain and develop an excellent personnel resource pool via its network of hospitals. The Group believes that it offers an attractive working environment through its portfolio of hospital brand names, sustained patient flow, competitive salary and benefits, world-class facilities, as well as opportunities for career development. The Group will also continue to implement initiatives to develop the knowledge, expertise and careers of both clinical and non-clinical personnel. See “—Personnel and Employees”.

Technical excellence is key to the Group’s ability to enhance the range of services available for its patients and to solidify its market leadership position in Thailand. The Group will continue to invest in the latest technologies, medical equipment and institutional knowledge for more complex treatments and clinical services, including collaboration with leading international medical institutions, such as MD Anderson and Stanford University Hospital.

—90— The Group has also implemented a number of initiatives to maintain and improve its quality of services. These include efforts to maintain existing accreditations, increase the consistency in service quality across the Group’s hospitals, improve the efficiency of its non-clinical functions, upgrade its medical equipment and increase the sharing of operational best practices within the Group.

Leverage on network scale and coordination to increase efficiency and synergies

Given the scale of the Group’s network of hospitals, the Group pursued various initiatives to increase efficiency across its hospital operations. The Group’s large network of hospitals provides economies of scale and bargaining power in its negotiations with equipment and pharmaceutical suppliers. The Group pools its purchases to maximise cost efficiency through its subsidiary, National Healthcare Systems Co., Ltd. (“N-Health”), which provides centralised management for the purchase of pharmaceutical products, medical supplies and medical equipment for the Group’s hospitals. In addition, the Group’s scale allows its hospitals to invest in capital intensive medical equipment and expedite the time required to reach the requisite equipment volume.

The Group will continue to centralise its supporting services and pool of clinical and non-clinical personnel. Such centralisation allows the Group to improve efficiency while ensuring consistency in quality across all its supporting services, including laboratory, supply chain, facility management, IT and accounting. This also assists the Group in streamlining its capital investment in clinical equipment. The Group’s human resource pooling programmes, such as the nurse pool initiative, will enable the Group to maximise efficiencies by placing its human resources where they are most needed. The Group has implemented enterprise resource planning (“ERP”) that streamlines the Group’s IT infrastructure into three core systems, which increases organisational efficiency. It aims to implement a standardised ERP across all of the hospitals in the Group’s network to the extent possible.

Knowledge and experience sharing among the Group hospitals enables the Group’s doctors and nurses to receive the latest medical information and treatment techniques, thus enabling the Group to minimise operational inefficiencies and better implement new treatments initiatives. The Group’s internal benchmarking process also provides a tool for its management to identify potential key areas of improvement.

Competition

Within the domestic market, the Group competes with three main groups of healthcare providers, namely (i) private tertiary hospitals with a focus on providing high quality service, such as Bumrungrad Hospital; (ii) mid-tier private hospitals that provide more localised services, such as Ramkamhaeng hospital group and Kasemrad Hospital; and (iii) government hospitals, such as Siriraj Hospital, Chulalongkorn Hospital and Ramathibodi Hospital.

With the growth of medical tourism and the Group’s increasing focus on attracting foreign patients, the Group faces competition from private hospitals not only in Thailand, but also in the region, including those in Singapore, Malaysia and India, which may have better access to well-trained clinical personnel with better foreign language skills.

Target Patients

The hospitals of the Group have a broad range of medical capabilities ranging from primary to super tertiary. Therefore, the Group targets a diverse range of patients from middle- to high-income local, social security, expatriate and foreign patients, particularly those who visit Thailand for the purpose of seeking medical services.

In Thailand, the healthcare industry can be categorised into four broad patient segments, as follows: (i) patients covered by the UHCCP, which is a welfare programme for Thai people to receive medical coverage for inpatient and outpatient care at registered facilities for the payment of Baht 30 (approximately US$1.00) per visit; (ii) civil servant patients, who are covered by a welfare programme

—91— that is provided to employees of governments and state-owned enterprises; (iii) social security patients, who are covered by a welfare programme that is provided to employees of private companies; and (iv) private healthcare patients, who are not covered by or choose not to use any of the above-mentioned public healthcare schemes.

The Group has traditionally catered to private healthcare patients. This may include general patients who are responsible for paying their own expenses, contracting patients who are employees of private companies that have entered into agreements with the Group and its hospitals and patients whose medical expenses are covered by insurance companies. However, in recent years, through the acquisition of hospitals under the “Phyathai” and “Paolo Memorial” brand name, the Group has gradually expanded its local client base to include a larger proportion of middle-income segments and social security patients, which have shown increasing demand for healthcare services over the past few years.

As part of a growing medical tourism industry in Asia, there is an increasing number of foreign patients seeking specialised medical treatment in Thailand. In addition to serving local patients, the Group’s hospitals also target these foreign patients, especially those from Japan, Australia, Myanmar, the United Kingdom and the United Arab Emirates. These foreign patients can be categorised into four main groups as follows: (i) expatriates who are working and living in Thailand; (ii) retirees from developed countries; (iii) tourists who become ill while travelling in Thailand; and (iv) medical tourists who visit Thailand for the specific purpose of seeking medical services.

Hospital Operations

The Group’s main business is the operation of private hospitals. These hospitals are organised into six key brands, namely, Bangkok Hospital, Samitivej, BNH, Phyathai, Paolo Memorial and Royal International Hospital. The following map illustrates the locations of the Group’s hospitals across Thailand as the date of this Offering Circular.

—92— Bangkok Hospital Samitivej 35 BNH Phyathai Paolo Memorial 25 Royal International Hospital 26 Sanamchan Group

36 In pipeline

23 24

41 32 33 15 28 29 40 30 16 42 34 27 17 38 18

19 14

31 43

22 12 11 13 9 8 2 1 37 3 10 4 5 7 39 6 20

Hospitals in BDMS Group 1 Bangkok Hospital 17 Bangkok Hospital Rayong 32 Sanamchan Hospital 2 Bangkok Heart Hospital 18 Bangkok Hospital Chantaburi 33 Thepakorn Hospital 3 Wattanosoth Hospital 19 Bagnkok Hospital Trad 34 Muang Petch Hospital 4 Samitivej Sukhumvit Hospital 20 Bangkok Hospital Phuket 35 Bangkok Hospital Chiangmai 5 Samitivej Srinakarin Hospital 21 Bagnkok Hospital HadYai 36 Bangkok Hospital Khon Kaen 6 Samitivej Thonburi Hospital 22 Bangkok Hospital Samui 37 Bangkok Hospital Chinatown 7 BNH Hospital 23 Bangkok Hospital Ratchasima 38 Sri-Rayong Hospital 8 Phyathai 1 Hospital 24 Bangkok Hospital Pakchong 39 Dibuk Hospital 9 Phyathai 2 Hospital 25 Bangkok Hospital Udon 40 Samitivej Chonburi Hospital 10 Phyathai 3 Hospital 26 Bangkok Hospital Phitsanulok 41 Paolo Rangsit Hospital 11 Paolo Memorial Hospital Phaholyothin 27 Samitivej Sriracha Hospital 42 Jomtien Hospital 12 Paolo Memorial Hospital Chokchai 4 28 Paolo Memorial Hospital Samutprakarn 43 Royal PhnomPenh Hospital 13 Phyathai Nawamin Hospital 29 Phyathai Sriracha Hospital 14 Bangkok Hospital Huahin 30 Royal Angkor International Hospital 15 Bangkok Hospital Prapradang 31 Royal Rattanak International Hospital 16 Bangkok Hospital Pattaya

—93— The following table sets out the breakdown of revenue obtained from the hospital operations by the Group for the periods indicated.

For the year ended 31 December For the six months ended 30 June

2011 2012 2013 2013 2014 Type of revenue Operated by Revenue % Revenue % Revenue % Revenue % Revenue %

(Baht, in millions) Patient revenue Bangkok Hospital Bangkok Dusit Medical Services PCL. 8,219 23.3 9,909 22.4 10,872 22.1 5,348 22.7 5,603 21.5 Bangkok Hospital Pattaya Co., Ltd. 2,793 7.9 3,168 7.1 3,347 6.8 1,713 7.3 1,802 6.9 Bangkok Rayong Hospital Co., Ltd. 1,360 3.9 1,576 3.6 1,742 3.5 834 3.5 930 3.6 Wattanavej Co., Ltd. 717 2.0 852 1.9 929 1.9 443 1.9 503 1.9 Bangkok Trat Hospital Co., Ltd. 299 0.8 321 0.7 329 0.7 167 0.7 188 0.7 Bangkok Phuket Hospital Co., Ltd. 2,066 5.9 2,319 5.2 2,473 5.0 1,268 5.4 1,389 5.3 Bangkok Hospital Hatyai Co., Ltd. 945 2.7 1,110 2.5 1,316 2.7 608 2.6 646 2.5 Bangkok Samui Hospital Co., Ltd. 459 1.3 546 1.2 635 1.3 348 1.5 345 1.3 Bangkok Phrapradaeng Hospital Co., Ltd. 203 0.6 240 0.5 266 0.5 123 0.5 119 0.5 Bangkok Ratchasima Hospital Co., Ltd. 926 2.6 1,113 2.5 1,282 2.6 605 2.6 665 2.5 Bangkok Udorn Hospital Co., Ltd. — — 74 0.2 330 0.7 135 0.6 185 0.7 Bangkok Hospital Phitsanulok Co., Ltd. ————1080.2——2390.9 Samitivej Hospital Samitivej PCL.(SVH) 6,688 19.0 7,581 17.1 8,265 16.8 3,982 16.9 4,398 16.9 Thonburi Medical Centre PCL ————2440.5770.31710.7 BNH Hospital BNH Medical Centre Co., Ltd. 1,580 4.5 1,870 4.2 2,113 4.3 1,007 4.3 1,120 4.3 Phyathai Hospital Prasit Patana PCL. (PPCL) 5,633 16.0 8,714 19.7 9,329 19.0 4,400 18.7 4,814 18.5 Paolo Memorial Hospital Paolo Medic Co., Ltd. 1,339 3.8 1,979 4.5 2,211 4.5 984 4.2 1,132 4.3 Paolo Samut Prakarn Co., Ltd. 720 2.0 1,087 2.5 1,179 2.4 542 2.3 603 2.3 Siam Medical Co., Ltd. 481 1.4 713 1.6 811 1.6 373 1.6 427 1.6 Thai Medical Center PCL. 420 1.2 675 1.5 809 1.6 359 1.5 464 1.8 Royal International Hospital Angkor Pisith Co. Ltd. 96 0.3 113 0.3 116 0.2 55 0.2 71 0.3 Rattanak Medical Services Co., Ltd. 156 0.4 176 0.4 185 0.4 88 0.4 105 0.4

Total 35,098 99.6 44,136 99.6 48,894 99.4 23,458 99.6 25,921 99.4 Other revenues which relate to patient revenue National Healthcare Systems Co., Ltd. 121 0.3 169 0.4 276 0.6 97 0.46 157 0.6 Bio-Molecular Laboratories (Thailand) Co., Ltd. 5 — 2—————0.33—

Total 126 0.4 171 0.4 276 0.6 97 0.4 158 0.6

Total revenue from hospital operations 35,225 100.0 44,307 100.0 49,170 100.0 23,555 100.0 26,078 100.0

—94— The table below sets forth the number of beds in each of the hospitals operated by the Group as of 30 June 2014.

Number of %of No. Hospital Operated By beds(1) Holding

Bangkok Hospital 1 Bangkok Hospital Bangkok Dusit Medical Services PCL. 343 100.0% 2 Bangkok Heart Hospital Bangkok Dusit Medical Services PCL. 97 100.0% 3 Wattanosoth Cancer Hospital Bangkok Dusit Medical Services PCL. 48 100.0% 4 Bangkok Hospital Hua Hin Bangkok Dusit Medical Services PCL. 60 100.0% 5 Bangkok Hospital Pattaya Bangkok Pattaya Hospital Co., Ltd. 400 97.3% 6 Bangkok Hospital Rayong Bangkok Rayong Hospital Co., Ltd. 220 100.0% 7 Bangkok Hospital Chantaburi Wattanavej Co., Ltd. 170 99.7% 8 Bangkok Hospital Trad Bangkok Trat Hospital Co., Ltd. 114 99.8% 9 Bangkok Hospital Phuket Bangkok Phuket Hospital Co., Ltd. 317 99.7% 10 Bangkok Hospital Had Yai Bangkok Hospital Hatyai Co., Ltd. 165 98.8% 11 Bangkok Hospital Samui Bangkok Samui Hospital Co., Ltd. 50 100.0% 12 Bangkok Hospital Prapradang Bangkok Phrapradaeng Hospital Co., Ltd. 60 84.0% 13 Bangkok Hospital Ratchasima Bangkok Ratchasima Hospital Co., Ltd. 300 90.9% 14 Bangkok Hospital Pakchong Bangkok Ratchasima Hospital Co., Ltd. 30 90.9% 15 Bangkok Hospital Udon Krungthep Udorn Hospital Co., Ltd. 120 100.0% 16 Bangkok Hospital Phitsanulok Bangkok Hospital Phitsanulok Co., Ltd. 158 100.0% Total number 2,652

Samitivej Hospital 17 Samitivej Sukhumvit Hospital Samitivej PCL. (SVH) 275 95.8% 18 Samitivej Srinakarin Hospital Samitivej PCL. (SVH) 400 95.8% 19 Samitivej Sriracha Hospital Samitivej Sriracha Co., Ltd. (SVH hold 150 69.8% 69.8%) 20 Samitivej Thonburi Hospital Thonburi Medical Centre PCL. (the Company 150 55.7% holds 26.7% and holds 29.0% via Royal Bangkok Healthcare Co., Ltd.) Total number 975

BNH Hospital 21 BNH Hospital BNH Medical Centre Co., Ltd. 144 91.5%

Royal International Hospital 22 Royal Angkor International Hospital Angkor Pisith Co., Ltd. 21 80.0% 23 Royal Rattanak International Hospital Rattanak Medical Services Co., Ltd. 30 70.0% Total number 51

Phyathai Hospital 24 Phyathai 1 Hospital Phyathai 1 Hospital Co., Ltd. 350 100.0% 25 Phyathai 2 Hospital The Phya Thai II Hospital Co., Ltd. 260 99.2% 26 Phyathai 3 Hospital Phyathai 3 Hospital Co., Ltd. 230 98.2% 27 Phyathai Sriracha Hospital Sriracha Nakorn General Hospital PCL. 257 74.1% 28 Phyathai Nawamin Hospital Thai Medical Centre PCL. 140 99.8% Total number 1,237

—95— Number of %of No. Hospital Operated By beds(1) Holding

Paolo Memorial Hospital 29 Paolo Memorial Hospital Phaholyothin Paolo Medic Co., Ltd. 237 100.0% 30 Paolo Memorial Hospital Samutprakarn Paolo Samut Prakarn Co., Ltd. 200 93.5% 31 Paolo Memorial Hospital Chokchai 4 Siam Medical Co., Ltd. 120 85.7% Total number 557 Total number of the Group’s patient beds 5,616

Hospitals Scheduled to Commence Operations/Recently Acquired 32 Bangkok Hospital Chiangmai(2) Bangkok Hospital Chiangmai Co., Ltd. 185 100.0% 33 Bangkok Hospital Chinatown Bangkok Dusit Medical Services PCL. 58 100.0% 34 Bangkok Hospital Khon Kaen Bangkok Khon Kaen Hospital Co., Ltd. 120 100.0% 35 Royal Phnom Penh Hospital Phnom Pehn Medical Services Co., Ltd. 104 100.0% 36 Sri-Rayong Hospital Bangkok Rayong Hospital Co., Ltd. 195 100.0% 37 Dibuk Hospital Bangkok Phuket Hospital Co., Ltd. 100 99.7% 38 Samitivej Chonburi Hospital Samitivej Chonburi Co., Ltd. 220 100.0% 39 Paolo Rangsit Hospital Paolo Medic Co., Ltd. 150 100.0% 40 Jomtien Hospital Bangkok Pattaya Hospital Co., Ltd. 250 97.3% 41 Sanamchan Hospital(3) Bangkok Hospital Sanamchan Co., Ltd. 200 100.0% 42 Thepakorn Hospital(3) Thepakorn Hospital Co., Ltd. (held by 100 44.5% Bangkok Hospital Sanamchan Co., Ltd.) 43 Muang Petch Hospital(4) Bangkok Hospital Sanamchan Co., Ltd. 255 100.0% Total number 1,937

Notes: (1) This refers to structured beds, except for the number of beds for Phyathai Hospital and Paolo Memorial Hospital, which refer to registered beds. (2) Bangkok Hospital Chiangmai commenced operations in July 2014. (3) Sanamchan Hospital and Thepakorn Hospital were acquired and commenced operations under the Group in August 2014. (4) Muang Petch Hospital was acquired in August 2014.

Bangkok Hospital

The Group’s key specialised private medical institutions in Thailand are affiliated with the Bangkok Hospital brand name, which consists of 16 hospitals (including tertiary and super tertiary hospitals) with 2,652 structured beds as of 30 June 2014. Hospitals under Bangkok Hospital brand primarily focus on middle- and high-income local patients and international patients in Bangkok, major cities and tourist destinations. There are three Bangkok Hospitals located in Bangkok and 13 Bangkok Hospitals located in provincial areas.

Bangkok Hospitals located in Bangkok

Bangkok Hospital was established by the Group as its first hospital in 1972. Over the past 40 years, Bangkok Hospital has been developed into the flagship hospital of the Group. Bangkok Hospital is known for advanced medical technology and experienced clinical personnel. As of 30 June 2014, it has 343 beds, making it one of the biggest hospitals in the Group in terms of number of beds.

Bangkok Hospital is the first hospital of the Group to achieve JCI accreditation in 2007. The hospital has over 60 specialised centres, which provide a wide range of medical services, including neurosurgery, orthopaedics, rehabilitation and dialysis. In addition, there are 30 specialised clinics that focus on internal medicine, surgery, obstetrics and gynaecology and other health areas. With its medical sophistication and high clinical standards, Bangkok Hospital generally caters to high-income local patients in Bangkok and its vicinities and premium international patients mainly from North Asia, Europe and the Middle East.

—96— Bangkok Heart Hospital was opened in December 2004. It was built on the success of Bangkok Heart Institute from Bangkok Hospital, which was established in 1989 as Thailand’s first private cardiovascular medical facility. Bangkok Heart Hospital is the first and only private heart hospital in Thailand to provide dedicated and comprehensive cardio-related medical services. As of 30 June 2014, it has 97 beds and is one of the largest clinical teams specialising in all aspects of cardio-related treatments and services in Thailand.

Wattanosoth Cancer Hospital, also known as Bangkok Cancer Hospital, commenced operations in November 2005 to provide dedicated and comprehensive cancer-related medical services. The Hospital was the first private cancer hospital in Thailand and as of 30 June 2014, it is equipped with 48 beds. As of 30 June 2014, the hospital has 10 specialised centres and 10 specialised clinics devoted to providing cancer patients with the most effective range of traditional and innovative cancer treatments. On 20 August 2010, Wattanosoth Cancer Hospital opened Bangkok Haematology Centre to provide specialised medical care to patients with blood disease. The hospital comprises a team of expert haematology physicians, a diagnosis laboratory and a blood bank to store and reserve blood.

Bangkok Hospitals located in the eastern region of Thailand

The Group has four Bangkok Hospitals located in tourist destinations or industrial estates in the eastern region of Thailand, namely, Bangkok Hospital Pattaya, Bangkok Hospital Rayong, Bangkok Hospital Chanthaburi and Bangkok Hospital Trad, catering to middle- to high-income local patients, expatriates working at companies in industrial estates and international tourists. The notable specialisations for hospitals in this area include: heart, brain, orthopaedic, oncology and occupational medicine. Hospitals located in these areas are secondary to basic tertiary hospitals, with Bangkok Hospital Pattaya operating as a regional hub.

Bangkok Hospital Pattaya was established in 1990 in Pattaya, which is a key tourist destination in Thailand. The hospital is characterised as the hub tertiary hospital for other hospitals under the Group in the eastern region of Thailand. The hospital is renowned for many specialised centres such as, Brain and Neuro-Science Centre, Emergency Medical Services Centre, Dermatology and Cosmetic Surgery Centre and Minimal Invasive Spine Surgery Centre. Bangkok Hospital Pattaya has been recognised by multiple institutions and awards including the JCI accreditation since 2012, the Asian Hospital Management Award for every year from 2004 to 2006, and the 9th Thailand Tourisum Award in 2013. The hospital caters to high-income local and expatriate patients in Pattaya and Chonburi, international tourists who fall ill during their visit and medical tourists mainly from the Middle East.

Bangkok Hospitals located in the southern region of Thailand

There are three Bangkok Hospitals located in tourist destinations or major trade provinces in the southern region of Thailand, namely, Bangkok Hospital Phuket, Bangkok Hospital Had Yai and Bangkok Hospital Samui. These hospitals provide secondary to tertiary medical care, catering to middle to high-income local patients and international tourists. Bangkok Hospital Phuket is the hub hospital in the southern region.

Bangkok Hospital Phuket was established in 1995 near Patong beach, one of the most well-known beaches in Phuket according to Tourism Authority of Thailand. As of 30 June 2014 and according to the Thai Ministry of Public Health, Bangkok Hospital Phuket is the largest hospital in Phuket and one of the largest hospitals in the southern region of Thailand with 317 beds. As a tertiary hospital, Bangkok Hospital Phuket has 23 specialised centres, including Colorectal Diseases Institute, Bone and Joint Centre, Diving Medicine Centre and Orthotics and Prosthetics Centre. It has been awarded the JCI accreditation since 2009 and Asian Hospital Management Awards in the years 2012 and 2013. The hospital focuses on high-income local patients in Phuket, international tourists who fall ill during their visit and medical tourists.

—97— Bangkok Hospitals located in the north eastern region of Thailand

As of 30 June 2014, the Group has three Bangkok Hospitals situated in large north eastern provinces, which serve as transportation hubs connecting the region to Bangkok and neighbouring countries, including Bangkok Hospital Ratchasima as a regional hub, Bangkok Hospital Pakchong and Bangkok Hospital Udon. These hospitals provide secondary to basic tertiary care, focusing on middle- to high-income local patients.

Bangkok Hospital Ratchasima was registered in 1992 in the city centre of Nakorn-Ratchasima, the largest in terms of area and the second most populated province in Thailand according to Office of the National Economic and Social Development Board and Department of Provincial Administration. The hospital is characterised as a hub tertiary hospital for other hospitals under the Group in the northeastern and northern region of Thailand. It has multiple specialised centres, including Eyes and Ears Centre, Bone and Joint Centre and Endocrinology Centre. The hospital targets high-income local patients in Nakorn-Ratchasima and nearby provinces.

Bangkok Hospitals located in the western region of Thailand

As of the date of this Offering Circular, the Group has one Bangkok Hospital situated in the western region of Thailand, namely, Bangkok Hospital Hua Hin, which is located in Prachuabkirikhan. Bangkok Hospital Hua Hin has 60 beds and provides basic tertiary care catering to high-income local patients and international patients.

Samitivej Hospital

“Samitivej” is recognised as one of the most well-known brand names within Thailand’s healthcare industry. As of 30 June 2014, there are four hospitals namely, Samitivej Sukhumvit, Samitivej Srinakarin, Samitivej Thonburi and Samitivej Sriracha with 975 structured beds in total under the “Samitivej” brand name. Three of these hospitals are situated in Bangkok and one in Sriracha, an industrial estate town on the eastern seaboard of Thailand. The medical services of Samitivej hospitals range from basic tertiary to hub tertiary. These hospitals provide a wide range of comprehensive medical facilities and inpatient and outpatient services. Samitivej hospitals focus on middle- to high-income local patients, as well as expatriates and international patients, particularly Japanese patients.

Samitivej hospitals located in Bangkok

Samitivej Sukhumvit Hospital is the first hospital under the “Samitivej” brand name, Samitivej Sukhumivit Hospital is located in the heart of Bangkok and commenced operations in 1979. It focuses on orthopaedics, obstetrics and gynaecology, as well as children’s health. The proximity of Samitivej Sukhumvit Hospital in terms of location to the high-income Japanese expatriate community in Bangkok allows it to cater to Japanese patients, as well as high-income local patients in the vicinity.

Samitivej Srinakarin Hospital was established in 1976 in Srinakarin, a highly populated area in the outer suburb of Bangkok according to Department of City Planning, Bangkok Metropolitan Administrator. It is a basic tertiary healthcare provider that focuses on orthopaedics, spine treatment, rehabilitation, obstetrics and gynaecology. In July 2003, the Group opened Samitivej Srinakarin Children’s Hospital, the first dedicated children’s hospital in Thailand. The hospital focuses on middle to high-income local and international patients. It has received JCI accreditation on three of its treatment programmes since 2007, namely, cancer, pain management, acute myocardial infarction, asthma, join replacement and primary stroke programmes.

—98— In 2013, the Group acquired Krungdhon Hospital, which is located in Thonburi, a highly populated area in Bangkok according to Department of City Planning, Bangkok Metropolitan Administrator. The hospital was later renamed as Samitivej Thonburi Hospital in 2013. It provides basic tertiary care, with a focus on breast, allergy, eye, and orthopaedics diseases and caters to middle-income patients living in the Thonburi area and its vicinity.

Samitivej hospitals located in other provinces

Samitivej Sriracha Hospital was established in 1990. It is located in Sriracha, one of the biggest industry hubs in Thailand given its proximity to Lam Chabang Port, one of the busiest sea ports in Thailand according to Port Authority of Thailand. It provides basic tertiary medical services with a focus on occupational medicine, orthopaedics and heart disease. The hospital caters to corporate and industrial estate employees, especially Japanese expatriates working in the industrial estates in Sriracha and Rayong, as well as tourists from Pattaya who are looking for quality care. The hospital has received several awards, including JCI accreditation and quality awards from notable insurance companies.

BNH Hospital

The Company owns 91.5% equity interest in BNH Medical Centre Co., Ltd., which owns and operates BNH Hospital. Formerly known as the “Bangkok Nursing Home”, BNH Hospital was established in 1897 as the first private international hospital in Thailand. The hospital is located on Sathorn Road, which is considered one of the prime business districts in Bangkok. The Company believes that BNH Hospital is one of the most well-known brand names within Thailand’s healthcare industry.

BNH Hospital focuses on the treatment of breast cancer, high-risk pregnancies and fertility and caters mainly to high-income local patients and international patients. Translation services in various languages are available at the hospital to address the medical needs of its international patients more effectively. Since its inception, it has been accredited with numerous awards, including the Hospital of Choice for Australians in Thailand and has won the Canadians’ Best Services Award in Export Services.

Phyathai Hospital

The “Phyathai” brand name was added to the Group in 2011 following the merger with Health Network Public Company Limited, which then became a subsidiary of the Company. As of 30 June 2014, hospitals under Phyathai Hospital have a total of 1,237 registered beds and provide basic tertiary to hub tertiary medical services. These hospitals focus on orthopaedic, heart, stroke, gastrointestinal, neuro, spine and cancer treatment. Phyathai Hospital in Bangkok mainly treats middle-income local patients and Phyathai Sriracha Hospital mainly treats middle-income local patients and social security patients.

Phyathai hospitals located in Bangkok

As of 30 June 2014, there are four Phyathai Hospitals situated in Bangkok, namely, Phyathai 1 Hospital, Phyathai 2 Hospital, Phyathai 3 Hospital and Phyathai Nawamin Hospital. The hub hospital for the hospitals in Bangkok under Phyathai Hospital is Phyathai 2 Hospital, which is the flagship hospital for the “Phyathai” brand.

Phyathai 2 Hospital was established in 1987 with a focus on orthopaedics and heart and gastrointestinal treatments. The hospital is located in an area that is easily accessible by public transportation. It caters to the increasingly affluent middle class and high-income population in Bangkok that demand a higher standard of care, as well as international patients. The hospital provides tertiary medical services and acts as a hub hospital for other Phyathai Hospitals in Bangkok. Phyathai 2 hospital is the first hospital under Phyathai brand that was awarded the JCI accreditation.

—99— Phyathai hospitals located in other provinces

Phyathai Sriracha was established in Sriracha, which is close to an industrial estate town in the eastern part of Thailand. The hospital treats middle-income local patients, social security patients and foreign workers in the nearby industrial estates in the Chonburi area. Phyathai Sriracha is a basic tertiary hospital with a focus on in-vitro fertilisation and cardio-related treatments. Phyathai Sriracha received Hospital Accreditation and the Health Promotion award.

Paolo Memorial Hospital

The “Paolo Memorial” brand name was added to the Group in 2011 following the merger with Health Network Public Company Limited, which then became a subsidiary of the Company. As of 30 June 2014, there are three hospitals with 557 registered beds in total under the “Paolo Memorial” brand name. The hospitals operating under the “Paolo Memorial” brand name are generally community hospitals that cater to middle-income and social security patients in Bangkok and its vicinity. Paolo Memorial Hospital Phaholyothin provides basic tertiary service while Paolo Memorial Hospital Samutprakarn and Paolo Memorial Hospital Chokchai 4 provide secondary medical services. These hospitals focus on the treatment of heart disease and minimal invasive surgery. The hospitals under the “Paolo Memorial” brand name have been awarded numerous quality accreditations, including the Total Quality Management Award and the Hospital Quality Certification and Assurance from the Institute of Hospital Quality Improvement.

The first hospital under the “Paolo Memorial” brand name is the Paolo Memorial Hospital Phaholyothin, which is also the flagship hospital of Paolo Memorial Hospital and was founded in 1972 in Bangkok. The Company believes that Paolo Memorial Hospital Phaholyothin is among the earliest private hospitals in Thailand. Paolo Memorial Hospital Phaholyothin offers treatment for general diseases and illnesses with a focus on multidisciplinary medical services. The hospital caters to middle-income local patients and social security patients. For the six months ended 30 June 2014, Paolo Memorial Hospital Phaholyothin had one of the highest revenues from social security patients among all the hospitals in the Group.

Royal International Hospital

Royal International Hospital is the first Indochina regional hospital brand that is affiliated with the Group. There are two hospitals operating under the “Royal International Hospital” brand name, namely, Royal Angkor International Hospital and Royal Rattanak International Hospital, which are both located in Cambodia. Royal Angkor International Hospital commenced operations in 2007 and has 21 beds in total as of 30 June 2014. Royal Rattanak International Hospital commenced operations in 2008 and has 30 beds in total as of 30 June 2014. These hospitals provide a wide range of medical services, including internal medicine, surgery, obstetrics and gynaecology and neurosurgery.

Other Hospital Investments

The table below sets forth the respective percentage holdings and the number of beds in each of the hospitals that the Group has invested in and revenues generated from the Group’s investment in the associated companies as of 30 June 2014.

Number of Percentage Hospital Operated By Beds of Holding

1. Bumrungrad Hospital Bumrungrad Hospital PCL. 538 23.9% 2. Ramkamhaeng Hospital Ramkhamhaeng Hospital PCL. 300 38.2% 3. Aek Udon International Hospital Udon Pattana (1994) Co., Ltd. (Company 350 25.4% held 15.4% and held via Phyathai 1 Hospital Co. 10.0%)

1,188

— 100 — Non-Hospital Operations

In addition to the provision of medical services, the Group has also invested in other medical-related businesses such as operation of laboratories and production and distribution of medicine. The Group provides such services to other third-party hospitals and clinics and in support of its own network of hospitals.

Over the years, the Group has built a reputation as a provider of non-hospital services and ancillary products. N-Health, a wholly owned subsidiary of the Group, provides laboratory services, sterile processing, medical engineering services, centralised medical supplies and medical equipment procurement. According to the Ministry of Commerce, N-Health is known to be among the top medical laboratories in Thailand in terms of market share and has one of the largest blood diagnosis centres in Thailand. N-Health provides services to companies, medical centres and hospitals both within and outside the Group. Notable customers outside the group include Johnson and Johnson and DKSH, for which it provides infection control services, and various governmental hospitals, such as Siriraj hospital, for which it provides medical equipment engineering services.

A.N.B. Laboratory Co., Ltd., is a wholly owned subsidiary of the Group. It focuses on the manufacturing and distribution of sterile pharmaceutical products, including large volume parenteral (“LVP”) and small volume parenteral (“SVP”). The company has two LVP plants with production capacities of 15 million bottles per year each, one SVP plant with a production capacity of 90 million ampules per year and one hormone plant with a production capacity of 15 million vials per year. As of 30 June 2014, it has approximately 700 employees and 60 products, including its flagship product, Klean & Kare saline. Furthermore, the company has plans to expand the sale of A.N.B. Laboratory Co., Ltd. products internationally into other parts of Asia, Africa and South America.

The Medic Pharma Co. Ltd. is 87.0% owned by the Company. It was founded in 1971 and became a subsidiary of the Group in 2013. As of 30 June 2014, it has approximately 270 employees and focuses on the manufacturing and distribution of pharmaceutical products. It has approximately 160 products and produces approximately 1.3 billion pharmaceutical tablets and 150 million capsules annually. The company has plans to relocate to a new facility to expand its capacity.

As of 30 June 2014, other medical-related subsidiaries of the Company that operate as revenue-generating units are:

Nature of Business Operated By % of holding

1 Medical lab and share services National Healthcare Systems Co., Ltd. 98.86 (including centralised procurement) 2. Biomolecular lab Bio-Molecular Laboratories (Thailand) Co., Ltd. 95.0 3. Saline and medication manufacturer A.N.B. Laboratories Co., Ltd. (Held through Royal 100.0 and sale of medical supply Bangkok Healthcare Co., Ltd.) The Medic Pharma Co., Ltd. 86.9 First Health Food Co., Ltd. (Held through Samitivej 100.0 PCL.) 4. Catering and general support Sodexo Healthcare Support Services (Thailand) Co., 74.0 Ltd. (Held through First Health Food Co., Ltd.) 5. Health insurance Bangkok Health Insurance Public Co., Ltd. 99.9 Bangkok Premier Life Insurance Broker Co., Ltd. 100.0

— 101 — Financial and Operating Statistics

Sources of Revenue

The Group’s main source of revenue is derived from fees for patient services. The Group also derives other sources of revenue from its non-hospital operations, such as pharmaceuticals and food services. The following table sets forth the breakdown of the Group’s revenues by source for each of the periods indicated.

For the six months ended For the year ended 31 December 30 June

2011 2012 2013 2013 2014

Baht Baht Baht Baht Baht (in millions) Revenues from hospital operations ..... 35,224 44,307 49,170 23,555 26,078 Revenue from sales of goods and food. . 1,009 1,171 1,446 624 853 Other income (including interest income, dividend income, gain on fair value adjustment of investments and others) ...... 1,137 2,384 791 477 314 Total revenues ...... 37,370 47,862 51,407 24,656 27,245

Breakdown of International and Local Patients

The proportion of total patients of the Group attributed to Japan, United Kingdom, Myanmar, Australia and United States of America is approximately 2.6%, 1.9%, 1.9%, 1.6% and 1.5%, respectively, for the six-month period ended 30 June 2014.

The following table sets out the patient revenue breakdown between Thai and Non-Thai patients of the Group for each of the periods indicated.

For the six months ended For the year ended 31 December 30 June

2011 2012 2013 2013 2014

(Baht, in millions, except percentages) Total Patient Revenues...... 35,224 44,307 49,170 23,555 26,078 Thai ...... 74% 72% 72% 71% 72% International(1) ...... 26% 28% 28% 29% 28%

Note: (1) International patients include expatriates living in Thailand.

Breakdown by Type of Payor

The Group has traditionally catered to private healthcare patients. This may include general patients who are responsible for paying their own expenses, contracting patients who are employees of private companies that have entered into agreements with the Group and its hospitals and patients whose medical expenses are covered by insurance companies. However, after the acquisition of Phyathai and Paolo Memorial hospitals in 2011, the Group now also caters to social security patients.

— 102 — The following table sets out the proportion of total revenues attributed to each type of payor for the Group for each of the periods indicated.

For the six months ended For the year ended 31 December 30 June

2011 2012 2013 2013 2014

(Baht, in thousands, except percentages) Total Patient Revenues...... 35,224 44,307 49,170 23,555 26,078 Self-pay private patient ...... 71% 71% 69% 70% 66% Insurance patient ...... 16% 16% 17% 17% 20% Contract patient ...... 7% 7% 7% 7% 7% Social security scheme ...... 3% 3% 3% 3% 3% Others(1) ...... 3% 3% 4% 3% 4%

Note: (1) This includes revenue from employees and their families.

Breakdown by Type of Patient

The following table sets forth certain operating statistics for the Group’s hospitals for each of the periods indicated.

For the year ended 31 For the six months December ended 30 June

Units 2011(2) 2012 2013 2013 2014

Total patient revenues ...... Baht in millions 35,224 44,307 49,170 23,555 26,078

Outpatient department (OPD) OPD revenues/Total patient revenues...... % 46 45 45 45 44 OPD visits/Day (Average) ...... No.ofvisits 19,398 20,768 22,077 21,257 22,795 Average OPD revenues/Visit ...... Baht 2,545 2,774 2,921 2,902 3,016 Inpatient department (IPD) IPD revenues/Total patient revenues ...... % 54 55 55 55 56 IPD revenues/Patient day ...... Baht 21,065 22,783 23,932 24,184 24,586 Admission rate ...... % 4.5 4.6 4.6 4.6 4.9 Average length of stay(1) ...... No.ofdays 2.9 2.9 2.9 2.9 2.8 Number of beds available ...... No.ofbeds 4,012 4,285 4,652 4,308 4,707 Average Daily Census ...... No.ofbeds 2,665 2,906 3,074 2,941 3,280 Utilisation of beds ...... % 66 68 66 68 70

Note: (1) Average length of stay is calculated based on the number of patient days divided by the total number of discharges. (2) The operating statistics include statistics from Phyathai Hospital and Paolo Memorial Hospital for 2011.

Support Services

The Group also has subsidiaries that provide support services to the Group’s business. As of 30 June 2014, these subsidiaries are: Greenline Synergy Co., Ltd. (“Greenline”) for information and technology; Bangkok Helicopter Services Co., Ltd. for medical evacuation; Cool & Joy Co., Ltd. for marketing and promotion support; BDMS Training Co., Ltd. for training; and BDMS Accounting Co., Ltd. for accounting services. Apart from Bangkok Helicopter Services Co., Ltd. of which the Group owns 49.0% and Cool & Joy Co., Ltd. of which the Group owns 30.0%, the Group wholly owns the other above-mentioned subsidiaries.

— 103 — In addition, the Group owns 49.0% of each of S.R. Property Investment Co., Ltd., Siem Reap Land Investment Co., Ltd. and Phnom Penh First Property Co., Ltd., which are landholding companies in Cambodia, and wholly owns each of Royal Bangkok Healthcare Co., Ltd., BDMS Inter Pte. Ltd. (Singapore) and N-Health Asia Pte. Ltd. (Singapore), which are holding companies for healthcare businesses regionally.

Procurement of Pharmaceutical Products and Medical Supplies

N-Health provides centralised management for the purchase of pharmaceutical products, medical supplies and medical equipment for the Group’s hospitals. As of 30 June 2014, it operates in 35 locations with approximately 1,500 staff and is organised into four main groups: clinical services, engineering services, infection control and supply chain management. In 2013, the Group established N-Health Asia Pte. Ltd. as an investment holding company in Singapore to invest in and operate the laboratory business in Cambodia, Myanmar and Laos. See “—Historical Growth and Expansion”.

The Group procures pharmaceutical products and medical supplies from domestic distributors through a centralised procurement system whereby a centralised procurement unit will collect all orders from the hospitals within the Group’s network and place those orders with the respective distributors. This process of purchasing enables economies of scale within the Group and ensures the highest efficiency in managing inventory within the Group while maintaining quality and cost control. In addition, by purchasing large quantities of pharmaceutical products and medical supplies, the Group is able to achieve cost savings.

Procurement of Medical Equipment

To ensure that patients receive high quality service, the Group ensures that hospitals within its network, especially those in the regional areas, are equipped with modern medical equipment. The basic medical equipment that the Group maintains in all the hospitals in its network are MRI, CT Scan and Catherisation Lab. The procurement of medical equipment and tools within the Group and its network of hospitals is handled byN-Health and a dedicated committee on medical equipment procurement. This committee carefully considers the necessity and required quality of the medical equipment and tools to suit the needs of the respective hospitals before placing orders with domestic agents and entering into purchase agreements with distributors.

Information Technology

Information technology (“IT”) plays an important role in the enhancement of patient services and the improvement of organisational performance for the Group. The Group’s IT systems are handled by Greenline, which became a wholly owned subsidiary of the Group in 2009. Greenline provides multiple IT services for the Group, including enterprise email, digital phone services, teleconferencing, customer relationship management, call centre, emergency responses and GPS ambulance, secure networking and communications, data centre and cloud services. As of 30 June 2014, it has approximately 350 full-time and contracted staff.

Some of the key IT systems implemented over the past few years include:

(i) Tele Interpreter System — A system to improve communications between physicians and patients from overseas. The system uses a videophone that is installed on physicians’ computers to provide translators of 26 languages and who are available 24 hours a day. There are also applications that provide translations in three major languages, namely, Japanese, Arabic and English.

— 104 — (ii) Remote Presence System— A system to increase the efficiency of patient care whereby patients have close and fast access to specialist physicians. The system has been introduced in three hospitals, namely, Bangkok Hospital, Bangkok Hospital Phuket and Bangkok Hospital Pattaya.

(iii) B-Exchange — A system that allows for the sharing of patients’ medical records within the Group’s hospital network. This allows for the continuity of care for patients across the Group’s hospitals and provides a foundation for connecting the Group’s regional and international partners. The Group believes that this system will improve the quality of its services by enabling comparative outcome analytics and better chronic disease management.

Personnel and Employees

Clinical Personnel

The Group recruits physicians who are experts in their respective fields and nurses and other clinical personnel who provide quality service. Such recruitment is conducted by selecting candidates from leading medical and nursing schools followed by selection by the medical committee of the respective hospital. With significant hospital networks in multiple locations under various brands, the Group believes that it is able to recruit and retain doctors with a range of seniority and expertise. Less experienced doctors may start at one of the Group’s secondary or basic tertiary hospitals and subsequently move to the Group’s tertiary or super tertiary hospitals. In addition, the Group maintains a nurse pool system, which includes nurses working at leading governmental hospitals, allowing the Group to employ these nurses on a part-time basis when needed.

Recognising that it is important for clinical personnel to develop their medical knowledge and technological skills, the Group actively supports medical research, academic conferences and training for its personnel. This includes training for nurses so that they have expertise in providing patient care prior to the commencement of their work. Furthermore, the Group recognises the importance of investments in medical technology and medical tools and equipment, which can indirectly attract capable and expert clinical personnel to remain with the hospital for a longer period of time. Thus, the Group makes significant investments in such technology.

As of 30 June 2014, the Group works with 2,096 full-time doctors, 6,238 part-time doctors, 6,158 nurses and 4,305 clinical staff.

Other Personnel

As of 30 June 2014, the Group has a total of 13,958 administrative and management employees. The Group recognises that its employees play a critical role in driving the organisation to reach its goals. Therefore, the Group adopts the following human resources development strategies with an allotted annual budget:

• Orientation for new employees to introduce the organisation and provide an understanding of the organisation’s culture and management structure;

• Career development training programmes, such as the Advanced Management Programme for top-level executives, the BDMS Excellent Management Programme and the Mini-MBA in Healthcare Management for middle management or division heads, the BDMS Development Programme and Mini-MBA in Healthcare Management for lower-level management or department heads and BDMS Introduction to Healthcare Management Programme for new section heads;

• Public training and in-house competency-based training that cover topics, such as knowledge development and effective feedback skills;

— 105 — • Continued engagement of existing employees by organising various internal social activities, such as singing contests, sports events and charity events; and

• Promotion of corporate social responsibility through participation in activities, such as public assistance during natural disasters and the improvement of buildings for energy conservation.

For the six months ended 30 June, 2014, the Group paid a total of Baht 6,414 million (US$198.00 million) as compensation to its employees, including salaries, social security payments, medical fees and other benefits.

Properties

The Company’s head office is located at 2, Soi Soonvijai 7, New Petchburi Road, Bang Kapi, Huaykwang, Bangkok, Thailand. As of 30 June 2014, the net book value of land and premises owned by the Group was Baht 32.39 billion (US$1.00 billion). As of 30 June 2014, the net book value of the Group’s medical tools, equipment and vehicles was Baht 8.63 billion (US$0.27 billion).

Insurance

The Group has in place insurance policies to cover various aspects of its operations, including property damage, business interruption, medical malpractice and public liability.

Legal Proceedings

The Group is not involved in any legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group is aware) which may have a material adverse effect on the financial position of the Group.

Government Regulations

The Group is operating under the Sanatorium Services Act B.E. 2541 (1998), as amended, including the Ministerial Regulations, and the Notifications of the Thai Ministry of Public Health issued under the Sanatorium Act B.E. 2541 (1998), as amended.

— 106 — PRINCIPAL SHAREHOLDERS

As of the date of this Offering Circular, the Company has a total of 15,490,956,540 issued and paid-up Shares with a par value of Baht 0.1 each.

The last date that the Company officially closed its register and for which information is available was 3 July 2014.

The following table details certain information about the Company’s top ten shareholders as of 3 July 2014.

Name Number of Shares Shareholding Prasert Prasarttong-Osoth, M.D. and related parties ...... 3,595,125,880 23.21% Wichai Thongtang and related parties...... 2,334,651,990 15.07% Bangkok Airways PCL ...... 1,213,568,690 7.83% The Viriyah Insurance PCL...... 957,138,630 6.18% Chirotchana Suchato, M.D. and related parties ...... 419,291,480 2.71% Noppamas Ladpli and related parties ...... 388,845,370 2.51% Thai NDVR Co., Ltd...... 380,292,878 2.45% HSBC (Singapore) Nominees Ptd Ltd...... 378,445,860 2.44% Bangkok Bank PCL...... 342,071,560 2.21% Chuladej Yossundharakul, M.D. and related parties ...... 290,085,410 1.87% Total ...... 10,299,517,748 66.49%

Source: Thailand Securities Depository Co., Ltd.

— 107 — MANAGEMENT

The Company has an organisational structure that recognises and clarifies the roles and responsibilities of the Board of Directors, the committees of the Board of Directors and the executive management of the Group with a view to pursuing sound and efficient management of the Group and implementation of the Group’s strategies as planned.

The Board of Directors of the Company is comprised of 15 members who are appointed by shareholders of the Company, or the remaining members of the Board of Directors in the case of a replacement of a member. The Board of Directors of the Company jointly oversees and supervises the activities of the Group.

As required under the applicable law, at least one-third of the Board of Directors of the Company, which shall be no less than three, shall comprise Independent Directors, whose qualifications shall be specified by the Thai Capital Market Supervisory Board and the SET. As of the date of this Offering Circular, there are six Independent Directors on the Board of Directors of the Company.

The Board of Directors of the Company has delegated its powers, duties and responsibilities to the following committees, namely, (i) the Audit Committee, (ii) the Nomination and Remuneration Committee and (iii) the Executive Committee, to be responsible for particular areas of the Company’s affairs. The roles and responsibilities of each of the committees are set forth below.

- Audit Committee

The key functions of the Audit Committee include: (i) ensuring that the information in financial reports and disclosures is accurate, complete and reliable; (ii) ensuring the use of proper and efficient internal control measures and engaging in joint review and revision of such measures with the internal and external auditors in order to achieve consistency; (iii) reviewing transactions with associated companies or individuals to ensure that conflicts of interest do not arise; (iv) ensuring compliance with the regulations of the SET and other relevant laws; and (v) completing other tasks assigned by the Board of Directors from time to time.

- Nomination and Remuneration Committee

The key functions of the Nomination and Remuneration Committee include: (i) specifying the qualifications of and the method and process of selecting directors, the CEO and President; (ii) preparing guidelines and methods for assessing the performance of the CEO and President and subsequently, assessing the actual performance of the CEO and President; (iii) considering the format, guidelines and rate of remuneration of the sub-committees and of the CEO and President; and (iv) performing other tasks assigned by the Board of Directors.

- Executive Committee

The key functions of the Executive Committee include: (i) determining strategies, policies, business and budget plans for the approval of the Board of Directors; (ii) assisting the Board of Directors to monitor the strategies and direction of the Group; (iii) ensuring the business is in line with the Group’s determined plans; and (iv) engaging in other duties assigned by the Board of Directors from time to time.

— 108 — Structure of the Group’s Management

The Group’s Chief Executive Officer and President (the “Group CEO and President”) is in charge of the strategies and direction of the Group through the Group’s executive management and its senior management team.

The Group CEO and President appoints the Group’s Executive Management to be in charge of establishing the Group’s strategies and direction and the overall operations and administration of the Group in accordance with its policies and business goals. The Group’s Executive Management consists of: (a) the Chief of Doctors; (b) the Chief Operating Officer of Administrative Affairs; (c) the Chief Operating Officer of Medical Affairs; and (d) the Chief Financial Officer.

The Group CEO and President also appoints the senior management team to be responsible for implementing and monitoring the strategies, directions and day-to-day operations of the Group. The senior management team consists of heads of key business areas and functions of the Group, including the Group CEO and President, the Chief Operating Officer of the Group, the Chief Financial Officer of the Group, the Chief Executive Officers and Deputy Chief Executive Officers of each of the hospital groups within the Group, the Head of Nurse, the Managing Director of N-Health, the Managing Director of A.N.B. Laboratory Co., Ltd., the Managing Director of The Medic Pharma Co. Ltd., the Head of Marketing of the Group and the Head of Legal of the Group.

The following provides information on the members of the Company’s Board of Directors, Audit Committee, Nomination and Remuneration Committee, Executive Committee and the Executive Management and their respective percentage of shareholdings. The percentage of shareholdings of each member includes that of their spouses and dependents, if any, as of 3 July 2014, which is the last date that the Company officially closed its register of shareholders.

— 109 — Board of Directors

Details of the directors are set out below:

Years with the Company as a Name Age Position director Professor Emeritus Arun 77 Chairman of the Board of Directors 16 Pausawasdi, M.D. Chuladej Yossundharakul, M.D. 82 First Vice Chairman , Executive 20 Director and Member of Nomination and Remuneration Committee Wichai Thongtang 66 Second Vice Chairman 3 Prasert Prasarttong-Osoth, M.D. 81 Group Chief Executive Officer and 34 President Chirotchana Suchato, M.D. 79 Director 20 Pradit Theekakul 56 Executive Director 6 Professor Emeritus Santasiri 80 Independent Director, Chairman of 20 Sornmani, M.D. Audit Committee and Chairman of Nomination and Remuneration Committee Chatree Duangnet, M.D. 70 Executive Director and Chief 8 Operating Officer of Medical Affairs and Chief Executive Officer of Bangkok Medical Centre Chavalit Sethameteekul 67 Independent Director and Member of 3 Nomination and Remuneration Committee Sripop Sarasas 58 Independent Director, Member of 6 Audit Committee and Nomination and Remuneration Committee Thongchai Jira-alongkorn 55 Executive Director 2 Phornsiri Manoharn 66 Independent Director N/A(1) Sombut Uthaisang 76 Independent Director N/A(1) Poramaporn Prasarttong-osoth, 45 Director N/A(2) M.D. Veerathai Santiprabhob 44 Independent Director and Member of N/A(2) Audit Committee

Note: (1) Phornsiri Manoharn and Sombut Uthaisang joined the board of directors in 2013. (2) Poramaporn Prasarttong-osoth and Veerathai Santiprabhob joined the board of directors in 2014.

—110— Professor Emeritus Arun Pausawasdi, M.D., Chairman of the Board of Directors

Professor Emeritus Arun Pausawasdi qualified as a doctor from the Faculty of Medicine, Siriraj Hospital, Mahidol University. He also holds a Facharzt für Chirurgie, from the Medical Council of Hamburg, Germany and has passed the Directors Accreditation Programme from the Thai Institute of Directors Association. His varied experience includes being the Director of the Medical Association of Thailand, Dean of the Faculty of Medicine at Siriraj Hospital, Mahidol University, Chairman of the Scientific Session Medical of Medical Association of Thailand, the President and the Secretary General of the Royal College of Surgeons of Thailand and the Assistant to the Minister of Public Health.

Professor Pausawasdi also holds other positions outside of the Company, including being the Chairman for the Centre for Continuing Medical Education of Thailand, Vice-President of the Prince Mahidol Award Foundation and Vice-President of the Siriraj Foundation. He is also a member of the Thai medical registration license committee.

As of 3 July 2014, he held 0.02% of all issued Shares.

Chuladej Yossundharakul, M.D., First Vice Chairman, Executive Director and Member of Nomination and Remuneration Committee

Chuladej Yossundharakul qualified as a doctor from the Faculty of Medicine, Siriraj Hospital, Mahidol University. He also holds a Diploma from the American Board of Surgery and has passed the Directors Accreditation Programme from the Thai Institute of Directors Association. His experience over the years includes being Head of the Surgical Unit at the National Cancer Institute of Thailand and Hospital Director at both Karuna Pitak Hospital and Bangkok Hospital.

He is currently serving as the Chairman of the Bangkok Phrapadaeng Hospital Co., Ltd. and as a Director of the Bangkok Pattaya Hospital, Co., Ltd.

As of 3 July 2014, he held 1.78% of all issued Shares.

Wichai Thongtang, Second Vice Chairman

Wichai Thongtang received a Bachelor’s Degree in Law from Thammasat University. He also passed the Directors Accreditation Programme, the Audit Committee Programme and the Role of the Chairman Programme, among others. His experience over the years includes being the President and CEO of Sikarin Hospital PLC., Vice Chairman of KPN of Yamaha Group and the Executive Vice President of IVGlobal Securities.

Mr. Thongtang also has experience in the hospital management. He is the Chairman of the Board of Phyathai Hospital Group and Paolo Memorial Hospital Group.

As of 3 July 2014, he held 8.73% of all issued Shares.

Prasert Prasarttong-Osoth, M.D., Group Chief Executive Officer and President

Prasert Prasarttong-Osoth qualified as a doctor from the Faculty of Medicine, Siriraj Medical School, University of Medicine. He is also certified by the National Defence College of Thailand and has passed the Directors Accreditation Programme from the Thai Institute of Directors Association. His experience over the years includes being a senator by Royal Order, a member of the National Legislative Council and a surgeon in the Department of Surgery at the Faculty of Medicine, Siriraj Medical School, University of Medicine. He is currently serving as the Director and CEO of Bangkok Airways Public Company Limited.

As of 3 July 2014, he held 20.22% of all issued Shares.

— 111 — Chirotchana Suchato, M.D., Director

Chirotchana Suchato qualified as a doctor from the Faculty of Medicine, Siriraj Hospital, Mahidol University. He has also completed a course in radiobiology at Anderson Hospital, Houston, Texas and also holds a Diploma from the American Board of Radiology, Downstate University of New York. He has also passed the Directors Accreditation Programme from the Thai Institute of Directors Association. His experience includes being a Consultant to Radiology, Clinic of The Teachers Council of Thailand, Professor of Radiology at the Faculty of Medicine, Ramathibodi Hospital and the School Director of the School of X-Tray Technicians.

As of 3 July 2014, he held 2.54% of all issued Shares.

Pradit Theekakul, Executive Director

Pradit Theekakul holds a Bachelor Degree from the Chulalongkorn University in Bangkok, Thailand and a Bachelor Degree of Arts (Political Science) from Ramkamhaeng University. He is a barrister in Thailand and has passed the Directors Certification Programme from the Thai Institute of Directors Association.

Over the years, he has served the Group as the director at a number of companies, including the Phyathai Hospital Group and Paolo Memorial Hospital Group and the Bangkok Helicopter Services Co., Ltd. He is also the Executive Vice President of Bangkok Airways PCL. and its subsidiaries.

As of 3 July 2014, he held 0.08% of all issued Shares.

Professor Emeritus Santasiri Sornmani, M.D., Chairman of Audit Committee and Independent Director and Chairman of Nomination and Remuneration Committee

Professor Emeritus Santasiri Sornmani qualified as a doctor from the Faculty of Medicine, Siriraj Hospital, Mahidol University. He holds a Doctorate in Tropical Medicine from Liverpool University and has passed the Directors Accreditation Programme from the Thai Institutes of Directors Association. His varied experience includes being a Member of the Expert Committee on Food Borne Parasitic Diseases at the World Health Organisation. He also held two positions at Mahidol University, including being Dean at the Faculty of Tropical Medicine and Vice-President for Administration of the University.

He is currently the Vice Chairman of The Medic Pharma Co., Ltd.

As of 3 July 2014, he held 0.10% of all issued Shares.

Chatree Duangnet, M.D., Executive Director and Group Chief Operating Officer of Medical Affairs and Chief Executive Officer of Bangkok Medical Centre

Chatree Duangnet qualified as a doctor from Chulalongkorn University, Thailand and has passed the Directors Accreditation Programme from the Thai Institute of Directors Association. He is certified by the American Board of Pediatrics and is a Fellow of both the American Academy of Pediatrics and the American College of Medical Quality. Furthermore, he has certificates from the American Board of Quality Assurance & Utilisation Review Physicians and the National Defence College of Thailand. His varied experience includes training courses in QA/UR/RM from the American Board of Quality Assurance & Utilisation Review Physicians. His experience includes being the Group Chief Medical Officer at the Bumrungrad Hospital in Bangkok, Chief Executive Administrator at the Bangkok Hospital, Clinical Assistant Professor of Pediatrics at the College of Medicine, Pennsylvania State University, Pennsylvania, U.S.A. and Chairman of the Board at Jameson Physician Hospital Organisation, Pennsylvania, U.S.A., the President of the Lawrence Independent Physician Association, Pennsylvania, U.S.A. and Physician Executive of the Jameson Health System, Pennsylvania, U.S.A.

—112— Over the years, he has served the Group as the director at a number of companies, including the Phyathai Hospital Group and Paolo Hospital Group.

As of 3 July 2014, he held 0.01% of all issued Shares.

Chawalit Setthmethikul, Independent Director and Member of Nomination and Remuneration Committee

Chawalit Setthmethikul graduated with Second Class Honors with a Bachelor of Laws from Thammasat University. He also holds a Master of Political Science and Public Administration from Thammasat University. He passed the Director Accreditation Programme and the Director Certification Programme from the Thai Institute of Directors Association. He is a Barrister at law at the Institute of Legal Education of the Thai Bar Association. His experience includes being the Director General of the Thai Customs Department of the Ministry of Finance, the Deputy Permanent Secretaries of Ministry of Finance, the Inspector Ministry of Finance and Chairman of the Board of Small Business Credit Guarantee Corporations. He was also a director at the Office of The Council of State and Vice President of the Board of Airports of Thailand PCL.

As of 3 July 2014, he held 0.002% of all issued Shares.

Sripop Sarasas, Member of Nomination and Remuneration Committee

Sripop Sarasas has a Master Degree in Business Administration from the University of Southern California. He received certificates for the successful completion of the Audit Committee Programme and the Director Certification Programme with the Thai Institute of Directors. He also received a Diploma from the Thai Institute of Directors.

His experience includes serving as President and CEO of Krung Thai Asset Management PCL., Managing Director of Phatra Securities PCL. and CEO of General Environment Conservation PCL. Other positions held include Chairman of the Audit Committee of Bangkok Airways PCL., Chairman of the Audit Committee of Kiattana Transport PCL., and Chairman of the Audit Committee of Golden Lime PCL.

As of 3 July 2014, he held no Shares.

Thongchai Jira-alongkorn, Executive Director

Thongchai Jira-alongkorn received a degree from the School of Business Administration of Bangkok University. He also passed the Directors Accreditation Programme with the Thai Institute of Directors Association. His experience includes being Chairman of V.M.S. Car Sale Co., Ltd., Viriyah Nakarin Co., Ltd., V.S.T. Auto Sale Co., Ltd. and V.Group Mitsu Auto Sale Co., Ltd. He was also the Managing Director at Thonburi Motor Sales Co., Ltd. and the President of V-Gulliver Co., Ltd.

As of 3 July 2014, he held 0.07% of all issued Shares.

Poramaporn Prasarttong-osoth, M.D., Director

Poramaporn Prasarttong-osoth qualified as a doctor from the Faculty of Medicine, Siriraj Hospital, Mahidol University and also obtained a Diploma in Clinical Science from Mahidol University. She has completed a Masters in Surgical Science from The Imperial College of Science, Technology and Medicine, University of London. In addition, she is a fellow of Royal College of Physicians and Surgeons of Glasgow (FRCS (Glasg)).

—113— As a director of a listed public company, she has passed the Directors Certificated Programme from the Thai Institute of Directors Association. Her experience over the years includes holding various senior positions in Thailand’s healthcare industry, such as the Assistant Dean of Human Resource at Siriraj Hospital, Mahidol University and the Deputy Hospital Director of BNH Hospital. She is the Hospital Director of Bangkok Hospital and is a member of the board of directors of Bangkok Phuket Hospital Co., Ltd., Bangkok Pattaya Hospital Co., Ltd. and BNH Medical Centre Co., Ltd.

As of 3 July 2014, she held 2.58% of all issued Shares.

Phornsiri Manoharn, Independent Director

Phornsiri Manoharn is a member of the National Tourism Policy Committee and the former Governor of the Tourism Authority of Thailand. She has held a number of significant executive and advisory positions in domestic and international tourism-related organisations.

Her experience includes being the Chairman of the Pacific Asia Travel Association, President of Thailand Incentive and Convention Association, Vice Chairman of N.C.C. Management & Development Co., Ltd. and a board member at various government organisations, including the Botanical Garden Organisation, the Zoological Park Organisation Under the Royal Patronage of H.M. The King, Thailand Convention and Exhibition Bureau, the Civil Aviation Board of Directors and Chairman of the Audit Committee of MCOT Plc.

Over the years, her accolades include the ‘2009 Outstanding Person of the Year Award for Economic Development: National Identity Board, Office of the Prime Minister’ and ‘2008 Outstanding Award for Female Executive: State Enterprise’ in Thailand. She is also certified with the Thai Institute of Directors Association for passing the Directors Certification Programme, the Financial Statements for Directors Programme and the Audit Committee Programme.

As of 3 July 2014, she held no Shares.

Sombut Uthaisang, Independent Director

Sombut Uthaisang received his Bachelor of Laws from Thammasat University and a Master of Business Administration from the National Institute of Development Administration. He has received certificates for successfully completing the Audit Committee Programme, Role of the Chairman and Director Accreditation Programme at the Thai Institute of Directors Association. He has also received a Diploma from the National Defence College of Thailand for completing the Joint State-Private Sector Course Class.

His experience includes being the Deputy Minister of Interior, Deputy Minister of Transport and Advisor to the Minister of Information Communications and Technology, the Director General of the Post and Telegraph Department. Other current positions include Chairman of Samart Telecoms PCL., Chairman of the Audit Committee of Thonburi Medical Centre PCL. and the Expert Committee of the National Council of Education, Ministry of Education.

As of 3 July 2014, he held 0.001% of all issued Shares.

Dr. Veerathai Santiprabhob , Independent Director and Member of Audit Committee

Dr. Veerathai Santiprabhob received a Bachelor of Economics with a First Class Honours from Thammasat University. He also holds a Master and Doctorate in Economics from Harvard University and attended a Corporate Strategy Executive Education Programme at MIT Sloan School of Management. He completed a Director Accreditation Programme at the Institute of Directors, Thailand and a Leadership Programme at Capital Market Academy, Thailand.

—114— He has experience as a policy economist at national and international institutions. His previous roles include Independent Expert Oversight Advisory Committee Member at the World Health Organisation and Economist at the International Monetary Fund. He also served as a Co-director at the Policy Research Institute, Fiscal Policy Office, Ministry of Finance in Thailand. Prior to his appointment at the Company, he was an Executive Vice President at Siam Commercial Bank PCL., and an Executive Vice President and Chief Strategy Officer of the SET. He is also an Independent Director and Risk Management Committee Member of Thanachart Capital PCL., a Director and Treasurer of the Royal Initiative Discovery Foundation, and an Audit Committee Member of Thammasat University.

As of 3 July 2014, he held no Shares.

Audit Committee

The members of the Audit Committee are Professor Emeritus Sansiri Sornmani, M.D., who chairs the Audit Committee, Sripop Sarasas and Veerathai Santiprabhob (see profiles above).

The key functions of the Audit Committee include: (i) ensuring that the information in financial reports and disclosures is accurate, complete and reliable; (ii) ensuring the use of proper and efficient internal control measures and engaging in joint review and revision of such measures with the internal and external auditors in order to achieve consistency; (iii) reviewing transactions with associated companies or individuals to ensure that conflicts of interest do not arise; (iv) ensuring compliance with the regulations of the SET and other relevant laws; and (v) completing other tasks assigned by the Board of Directors from time to time.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is chaired by Professor Emeritus Santasiri Sornmani, M.D. and its members are Chuladej Yossundharakul, M.D., Chawalit Setthmenthikul, and Sripop Sarasas (see profiles above).

The key functions of the Nomination and Remuneration Committee include: (i) specifying the qualifications of and the method and process of selecting directors, the CEO and President; (ii) preparing guidelines and methods for assessing the performance of the CEO and President and subsequently, assessing the actual performance of the CEO and President; (iii) considering the format, guidelines and rate of remuneration of the sub-committees and of the CEO and President; and (iv) performing other tasks assigned by the Board of Directors.

Executive Committee

The Executive Committee is chaired by Prasert Prasarttong-Osoth, M.D. and its members are Chuladej Yossundharakul M.D., Chatree Duangnet, M.D., Pradit Theekakul and Thongchai Jira-alongkorn (see profiles above).

The key functions of the Executive Committee include: (i) determining strategies, policies, business and budget plans for the approval of the Board of Directors; (ii) assisting the Board of Directors to monitor the strategies and direction of the Group; (iii) ensuring the business is in line with the Group’s determined plans; and (iv) engaging in other duties assigned by the Board of Directors from time to time.

—115— Executive Management

The Executive Management is responsible for the day-to-day operations and administration of the Company in accordance with established policies and business goals. The members of the Executive Management are set out as follows:

Prasert Prasarttong-Osoth, M.D., Group CEO and President and Acting Chief Operating Officer — Administrative Affairs

See profile above.

Chatree Duangnet, M.D., Chief Operating Officer — Medical Affairs

See profile above.

Narumol Noi-am, Group Chief Financial Officer

Narumol Noi-am has over 30 years of financial experience. She has been the Chief Financial Officer of the Group since 2008. She is also a board member of Thai Listed Companies Association, Bangkok Hospital Pattaya Co., Ltd., Bangkok Hospital Phuket Co., Ltd., Samitivej PCL., Phyathai Hospital, Paolo Memorial Hospital and Bangkok Hospital Chiangmai Co., Ltd.

Prior to joining the Group, she was a Senior Vice President, Head of Investment Banking Department at TMB Bank Public Company Limited.

Narumol Noi-am holds a Bachelor of Economics with Second Class Honours from the Faculty of Economics of Chulalongkorn University, Thailand and a Masters in Business Administration, with a focus on banking and finance, from North Texas State University in the United States. She completed the Leader Programme by the Capital Market Academy of the SET.

As of 3 July 2014, she held 0.02% of all issued Shares.

Trin Charumilind, M.D., Chief of Doctors

Trin Charumilind qualified as a doctor from the faculty of Medicine, Siriraj Hospital, Mahidol University. He is also a Diplomat of the American Board of Allergy and Immunology and a Diplomat of the American Board of Pediatrics. He is also the Chief Medical Officer of Bangkok Hospital Medical Centre and a Director of Bangkok Allergy and Asthma Centre.

As of 3 July 2014, he held no Shares.

—116— RELATED PARTY TRANSACTIONS

Overview

The Company is party to a number of agreements or transactions with “related parties” as defined under Thai laws and regulations. The Company engages from time to time in transactions with such related parties. These agreements and transactions have generally been entered into on arm’s length terms or on terms that have generally been at least as favourable to the Company as similar transactions with non-affiliates would have been.

Transactions with Related Parties

As of 30 June 2014, the largest transactions based on value that the Company has entered into with related parties are as follows:

• Prananporn Co., Ltd. — A director of the Company is a major shareholder of Prananporn Co., Ltd. The Company sold to Prananporn Co., Ltd. land that is no longer used in the Company’s operations at the value of Baht 399.16 million (US$12.30 million). For the six months ended 30 June 2014, the Company received deposit and interest income amounting to Baht 143.7 million (US$4.43 million) from Prananporn Co. Ltd. The transfer of land and all payments is expected to be made in September 2014.

• Bangkok Airways PCL. — Bangkok Airways PCL. and the Company have common directors and major shareholders. Furthermore, Bangkok Airways PCL. and its related persons own 7.8% of the Company. The Company paid airfare and air freight charges that amounted to Baht 2.6 million (US$0.08 million) to Bangkok Airways PCL. For the six months ended 30 June 2014, revenues from Bangkok Airways PCL. was Baht 0.5 million (US$0.02 million).

• Bangkok Helicopter Services Co., Ltd. — A major shareholder of the entity holding 51.0% of shares in Bangkok Helicopter Services Co., Ltd. is also a director and major shareholder of the Company. Furthermore, the Company owns 49.0% of Bangkok Helicopter Services Co., Ltd., making it an associated company. The Company paid Baht 27.3 million (US$0.84 million) for air transport and medical evacuation services provided by Bangkok Helicopter Services Co., Ltd.

As of 30 June 2014, the Company’s total accounts receivable from all related parties amounted to Baht 22.32 million (US$0.69 million). As of 30 June 2014, the Company’s accounts payable to all related parties amounted to Baht 104.43 million (US$3.22 million).

Short-Term and Long-Term Loans to and from Related Parties

The Company has entered into short-term and long-term loan agreements with terms of three to eight years with its subsidiaries. The Company charges interest on loans to related parties at LIBOR plus fixed rate per annum and MLR minus fixed rate per annum payable on a monthly basis, depending on the respective agreements. The principal on these loans are repayable on the basis stipulated in the respective agreements. As of 30 June 2014, the Company’s total short-term loans to related parties amounted to Baht 0.85 billion (US$26.20 million), the Company’s total long-term loans to related parties amounted to Baht 5.65 billion (US$0.17 billion) and the Company’s total short-term loans from related parties amounted to Baht 3.45 billion (US$0.12 billion).

—117— Services and Management

The Company provides hospital management services to its subsidiaries for remuneration and these remuneration rates are based on the net revenue from the respective hospital’s operations. The Company’s subsidiaries have also entered into management agreements with other subsidiary companies.

In addition, the Company and its subsidiaries have entered into a number of service agreements with other subsidiaries and associated companies. These include agreements related to information technology management, food provision and maintenance services and air ambulance services.

Long-Term Rental

The Company has entered into a three-year agreement to lease land to a subsidiary for its hospital operations. This agreement is set to expire on 30 April 2016. In addition, the Company’s subsidiaries have entered into agreements with other subsidiaries to rent land for the construction of hospitals or to rent buildings for hospital operations.

Guarantee Obligations with Related Parties

As of 30 June 2014, the Company has guaranteed a long-term loan of US$2.10 million and an overdraft facility of up to US$1.00 million for an overseas subsidiary company. In addition, as of 30 June 2014, a subsidiary of the Company has guaranteed a credit facility of Baht 3.9 million (US$0.12 million) for an associated company.

Related Party Transaction Policies

All related party transactions that the Group enters into will be executed in accordance with the Securities and Exchange Act, the regulations of the SET and the notifications of the Capital Markets Supervisory Board in Thailand.

To ensure fairness, the audit committee of the Company will review transactions between the Company and its related parties. If the audit committee does not have the required expertise, the Company will seek an independent professional’s opinion that will be submitted for consideration by the audit committee, the board of directors or the shareholders of the Company.

Business Transactions or Transactions that Support General Business

For normal business transactions with related parties, such as the provision of medical services or patient transfers, the Company and its subsidiaries will charge fees at market rates. In addition, stipulated terms of such agreements must be similar or equal to those found in transactions with other parties under the same circumstances.

For transactions that support general business, such as the purchase of goods, raw materials and medical supplies or any other procurements related to and in support of the medical services provided, the product price or service fee charged will be at a referenced market rate. The terms of the respective trade agreements must not differ from those found in transactions with other parties under the same circumstances.

—118— Financial Assistance

The Company provides financial assistance to its subsidiaries only if (i) the Company holds more than 50.0% of the shares outstanding of the subsidiary; and (ii) no connected person holds more than 10.0% of the remaining shares of the subsidiary. The Company provides three types of financial assistance to its subsidiaries as follows:

• Loans — The Company provides loans to its subsidiaries at a rate of no more than 1.0% per annum above the actual cost of capital;

• Guarantees — The Company guarantees the loans of its foreign subsidiaries; and

• Centralised Liquidity Management (Cash Pooling) — The Company pools the cash reserves of its subsidiaries into the Company’s bank account at the end of each business day. This will be reflected as a short-term loan from the subsidiary and interest will be charged at market rates. If any subsidiary subsequently requires capital, the Company will transfer any excess liquidity to the respective subsidiary with interest charged at market rates.

—119— THE THAI SECURITIES MARKET

History

The first organised stock exchange in Thailand was formed as a limited partnership in 1962. In 1963, it became a limited liability company and changed its name to the Bangkok Stock Exchange Co., Ltd. Approximately 35 securities were listed on the Bangkok Stock Exchange but trading remained low compared with present volumes. Following a Government initiative in 1969, plans were drawn up for an official stock exchange, and in May 1974, the Securities Exchange of Thailand Act B.E. 2517 (1974) (the “SET Act”) was enacted, leading to the replacement of the Bangkok Stock Exchange by the Securities Exchange of Thailand. In January 1991, the Securities Exchange of Thailand was renamed the Stock Exchange of Thailand. The SET Act provided the basis for the regulation of Thailand’s primary and secondary securities markets in quoted securities and gave the Ministry of Finance the responsibility of controlling the SET.

Dealings at the SET commenced on 30 April 1975, with a total of 16 quoted securities. The SET Index, which shows the market price movement of traded securities, was also established on this date. On its opening day, the SET Index was set at 100 and included all listed shares. The SET Index uses the most recent transacted price for a security when no transaction in that security occurs on a particular day and is adjusted for new listings, de-listings and capitalisation changes.

The SET is the principal stock exchange in Thailand. Public limited companies, state enterprises, juristic persons established under special purpose legislation or investment projects with the appropriate qualifications may file applications with the SET to have their securities listed.

In February 1992, the NLA passed the Thai SEC Act, which replaced the SET Act and came into force in May 1992. The Thai SEC Act provided for the establishment of the Securities and Exchange Commission (the “Thai SEC”), and empowered it to introduce policies for the development and supervision of the securities markets and related activities in Thailand. The PLCA, which came into force in June 1992, repealed the Public Limited Companies Act B.E. 2521 (1978). It provides that only companies incorporated (or which have converted their incorporation status) under the PLCA are permitted to issue shares or other equity-linked securities to the public. A public offering of newly issued securities is permitted only where the issuer has received approval from the Thai SEC to offer such securities and a registration statement in the prescribed form together with a draft prospectus submitted by the Issuer to the Thai SEC have become effective.

While primary responsibility for the regulation of new securities issues has shifted to the Thai SEC, the SET continues to operate the stock exchange and is responsible for approving listing applications once the Thai SEC requirements have been met for a Thai public offering.

In July 1992, the SET expanded its Securities Depository Centre (“SDC”) by allowing, in addition to brokers, local custodians, sub-brokers and any juristic person who is allowed to be an eligible depositor as stipulated by the SET, to become members of the settlement system. At the same time, the SET introduced regulations to facilitate the establishment of the scripless trading system. In the past several years, due in part to the economic situation in Thailand and Southeast Asia as well as the depreciation in the value of the Baht, the SET has experienced significant volatility. Between 3 January 1996 and 27 December 2002, the SET Index fell from 1,323.43 to 356.48, a decline of 73.1%. See “Risk Factors—The Thai securities market is relatively small and may subject the market price of the Shares to greater volatility” for a discussion of the risks relating to the trading and prices of our shares on the SET.

— 120 — The Stock Exchange of Thailand

The SET is the principal stock exchange in Thailand and is organised as a non-profit entity, composed of members, which are securities companies. The SET is responsible for, inter alia, processing all listing applications, ensuring that disclosure requirements for listed companies are met and monitoring all trading activities with respect to listed securities. TSD now acts as a clearing house, securities depository, dividend paying agent, transfer agent, and registrar for the great majority of all listed Thai companies.

In the past, trading on computerised systems took place on four separate boards on the SET: the main board for regular trading of shares, preference shares, warrants, NVDRs, investment units and investment units of Thai Trust Funds; the odd-lot board for dealings in an odd number of lots; the big lot board for dealings in large lots of securities; the foreign board for trading in foreign registered shares, which can be registered in the name of non-Thai nationals.

On 16 July 2012, the SET promulgated a new regulation regarding the trading, clearing, and settlement of securities on the SET, which revokes the trading boards. This new regulation came into effect on 3 September 2012. Subsequently, the trading of securities will depend on the type of securities and the trading methods performed, which include the Automated Order Matching (“AOM”) and Trade Report methods. The AOM is for the trading of both Thai and foreign registered securities, in board lots and odd lots. The Trade Report (previously known as Put-Through) is for the trading of securities in large lots and off-hour trading and buy-in, whereby the brokerage firms negotiate and agree on the price and then send the result through the trading system of the SET.

Shares are traded in one board lot (100 shares) or multiples of board lots except that, in the case of shares for which the closing price on each trading day has been in excess of Baht 500 for six consecutive months, the SET may consider changing the board lot to 50 shares. Trading hours are divided into two sessions. Trading in the first session commences between 9:55 a.m. and 10:00 a.m. and ceases at 12:30 p.m., and commences in the second session at any time from 2:25 p.m. to 2:30 p.m. and ceases between 4:35 p.m. and 4:40 p.m. However, trading on the odd-lot board ceases at 4:30 p.m. Trading days are Monday through Friday, except for Thai public holidays and holidays as prescribed by the SET each year.

The SET requires that bid and offer quotations for shares be within prescribed spreads, depending on the market price per share and in accordance with a table of values. Subject to certain exceptions, the SET also limits upward and downward price movements for shares during a trading session to 30.0% of the previous business day’s closing price.

From 1 January 2012 onwards brokers are permitted to charge brokerage or agent’s fees at the agreed upon rate with their customers.

Under the disclosure regulations of the SET, listed companies are required to report, among other things, the following, to the Thai SEC and the SET for public disclosure:

• corporate resolution or other event which will have a material effect on the rights of a company’s shareholders or that might materially affect the value of the shares; in principle, such events are required to be reported on the day such an event occurs or on the next trading day at least one hour before the commencement of trading;

• audited annual financial statements for each accounting period, conforming to prescribed disclosure standards, which must be filed within three months of the end of the relevant accounting period;

• annual registration form (Form 56-1), which must be filed within three months of the end of the relevant accounting period;

— 121 — • an annual report, which must be filed within 120 days of the end of the relevant accounting period; and

• quarterly unaudited financial statements reviewed by a licensed auditor, which must be filed within 45 days of the end of each quarter.

Thailand Securities Depository Company Limited

In November 1994, the SET established a private limited company, TSD, pursuant to the Thai SEC Act, to undertake four main functions: registrar, securities depository centre, clearing house and broker operation services. Since the commencement of its operations in January 1995, TSD operates a clearing and settlement system for scripless shares of Thai public companies and has transferred this function to Thai Clearing House Co., Ltd. (“TCH”), a subsidiary of the SET since 2010. The TSD is 99.9% owned by the SET and has a registered capital of Baht 200.0 million. Under the Thai SEC Act, TSD may operate without a licence from the Thai SEC as long as the SET owns a minimum of 75.0% of the total shares of TSD. The following persons may become members of TSD: (1) securities companies; (2) commercial banks; (3) finance companies; (4) life or non-life insurance companies; (5) financial institutions established by specified legislation; and (6) other persons as prescribed by the SET.

Short Selling

The Thai SEC issued a new notification in August 2009 (effective from September 2009) allowing securities companies to conduct short selling activities, either for their own account or for the account of their customers. Before undertaking short selling for its own account, a securities company is required to procure its source for borrowing securities so that it is able to deliver the securities pursuant to the short selling transaction in the time period prescribed by a clearing house, TCH or as agreed between the parties.

If short selling is undertaken for a customer, a securities company is required to ensure the availability of securities or the availability of a source of securities for the purpose of lending those securities to the customer, except where a customer has shown that it has already borrowed the securities and is able to deliver the securities for settlement purpose pursuant to the short selling transaction within the time prescribed by the clearing house, TCH or as agreed between the parties. Under the SET notification issued in January 2001 and amended in 2007 and 2010, a securities company that is a member of the SET may carry out short selling only with respect to securities specified by the SET. This is however not the case where a securities company is short selling securities for which it is allowed to be a market maker.

Securities Lending and Borrowing

In January 2008, the Ministry of Finance issued ministerial regulations that allow a person wanting to conduct the business of securities lending and borrowing to apply for a licence from the Minister of Finance through the Thai SEC.

In the borrowing or lending of securities, both the licensed securities borrower and securities lender are required, among other things, to prescribe the procedures for accepting customers, arrange for having risk management system, implement a conflict of interests prevention and an internal control system, and arrange for a securities lending agreement to be executed. Pursuant to Thai regulations, this agreement must, at a minimum, specify certain provisions as prescribed by the Thai SEC. For example, the securities borrower is required to provide unencumbered collateral to the securities lender. The collateral may be given in the form of cash (either Thai Baht or foreign currency), listed securities, investment units of an open-ended fund which is a daily redemption fund, treasury bills, Thai government bonds, bonds issued by the Bank of Thailand or bonds or debt instruments guaranteed by the Ministry of Finance or issued or guaranteed by the Financial Institution Development Fund. Non-cash collateral, letters of credit or letters of guarantee, which are issued by

— 122 — financial institutions and are in the form of foreign currency, must be calculated by using either: (i) the closing price at the end of the previous business day prior to the evaluation date announced by the SET or the referenced price at the end of the previous business day prior to the valuation date announced by the Thai Bond Market Association, Reuters, Bloomberg, or by a service provider on information concerning trading of securities certified by the Thai SEC; or (ii) the price reflecting the current market value of such collateral.

Market Making

Market makers are responsible for creating liquidity in securities listed on the SET. The SET, pursuant to its notification issued in July 2012, allows a member of the SET to be registered as a market maker for the securities that it is registered for. A non-SET member certified by a SET member can also be registered as a market maker for certain specified securities if it qualifies under the notification. The SET notification also clarifies the duties and function of the market maker.

Market for Alternative Investment

In June 1999, the SET established, with the Thai SEC’s approval, the Market for Alternative Investment (“MAI”) to facilitate access to capital markets by small and medium-sized enterprises (“SME”). The MAI’s principal objectives include providing alternative financing for, and encouraging venture capital investment in, SMEs, facilitating debt restructuring by enabling creditors to sell securities received in debt-equity conversions and providing additional investment alternatives to public investors. Since the Shares are currently listed on the SET, they cannot be listed on the MAI.

Independent Directors and Audit Committee Requirements

In 2008, the Thai Capital Market Supervisory Board, a regulatory body established under the SEC Acts, issued regulations requiring that companies have at least one third of the board of directors composed of independent directors and an audit committee composed of at least three independent directors when applying for a public offering with the Office of the Thai SEC.

The regulations of the SET regarding the listing of shares on the SET also contain similar requirements. In 2008, the SET issued another regulation setting out the qualifications and scope of work of the audit committee. The SET and the Thai Capital Market Supervisory Board require, among other things, that each member of the audit committee be an independent director and that at least one member of the audit committee have sufficient knowledge and experience to review the reliability of the financial statements.

The SET and the Thai Capital Market Supervisory Board specifically require that the audit committee carry out the following duties:

• review the company’s financial reporting process to ensure that it is accurate and adequate;

• review the company’s internal control system and internal audit system to ensure that they are suitable and efficient, determine an internal audit unit’s independence, as well as approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit;

• review the company’s compliance with the law on securities and exchange, the regulations of the SET, and the laws relating to the company’s business;

• consider, select and nominate an independent person to be the company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year;

— 123 — • review connected transactions or transactions that may lead to conflicts of interest, ensure that they are in compliance with the laws and the regulations of the SET, and are reasonable and for the highest benefit of the company;

• prepare and disclose in the company’s annual report, an audit committee’s report which must be signed by the Chairman of the audit committee and consist of at least the following information:

(a) an opinion on the accuracy, completeness and credibility of the company’s financial report;

(b) an opinion on the adequacy of the company’s internal control system;

(c) an opinion on the compliance with the law on securities and exchange, the regulations of the SET, or the laws relating to the company’s business;

(d) an opinion on the suitability of an auditor;

(e) an opinion on the transactions that may lead to conflicts of interests;

(f) the number of audit committee meetings and the attendance at such meetings by each committee member;

(g) an opinion or overview of comments received by the audit committee from its performance of duties in accordance with the charter; and

(h) other transactions which, according to the audit committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the company’s board of directors.

• perform any other act as assigned by the company’s board of directors, with the approval of the audit committee.

Thai SEC Reporting and Tender Offer Requirements

Under the Thai SEC Act, the Thai SEC and the Capital Market Supervisory Board notifications issued thereunder, an acquisition or disposition of shares or convertible securities of a listed or public company (either on his own or acting in concert with others) such that the holder now holds any multiple of 5.0% of the total number of voting rights of such company must be reported to the Thai SEC. Notwithstanding the above, a disposition of convertible securities in a listed or public company, such as the Bonds, is not required to be reported to the Thai SEC.

A mandatory tender offer must be made when a person (either on his own or acting in concert with others) acquires shares in a listed company resulting in such person holding shares which are equal to or in excess of the following threshold amounts:

• 25.0% of the total number of voting rights of such company;

• 50.0% of the total number of voting rights of such company; or

• 75.0% of the total number of voting rights of such company.

In the case where a listed company buys back its own shares, a mandatory tender offer is also required to be made if a person acquires any additional shares in the company resulting in such person’s shareholding becoming equal to or in excess of the foregoing thresholds.

— 124 — In addition, a mandatory bid is required to be made if a person (either on his own or acting in concert with others) acquires significant controlling power in a juristic person that is an existing shareholder of a listed company (“chain principle”), regardless of whether such controlling power is direct or indirect through shareholding or control in any juristic persons down through the juristic person that is the existing shareholder of the listed company.

However, a mandatory bid is exempted in any of the following circumstances:

(a) where shares are acquired by inheritance or from the exercise of rights to purchase shares or of conversion rights attached to convertible securities acquired by inheritance;

(b) where the acquisition of shares takes place following a stock dividend or the exercise of pre—emptive rights to purchase new shares in proportion to the number of existing shares already held (“rights offering”);

(c) the acquisition of new shares takes place in connection with a capital increase or as a result of the exercise of rights to purchase newly issued shares under warrants or of conversion rights pursuant to other securities which may be converted into shares where: (A) the number of shares to be acquired will not cause such person to hold 50.0% or more of the total issued share capital of the company (unless the shares are acquired from the right issue waived by shareholders); (B) a resolution approving such an acquisition was passed by not less than 75.0% of votes cast by shareholders present in person and entitled to vote at a meeting of the company’s shareholders and (C) such person does not acquire any securities of the company during the period between the date of the respective meetings of the board of directors and the shareholders of the company adopting resolutions to issue new shares to such person, except by inheritance;

(d) the acquisition of shares by the following persons who, according to relevant regulations, do not normally exercise voting rights at a shareholders’ meeting of a listed company: (i) the Thai Trust Fund (which is a passive open-ended mutual fund established and managed by Thai Trust Fund Management Company Limited, 99.0% of whose shares are controlled by the SET); and (ii) Thai NVDR Company Limited, as a result of its sale of NVDRs;

(e) where the acquirer reduces his shareholding or controlling power, in a manner prescribed by the notifications of the Thai SEC;

(f) where the Thai SEC has granted approval for a partial tender offer; and

(g) where a waiver is obtained from the Thai SEC or from the Take-over Panel in one of the following circumstances:

(i) a waiver of the mandatory tender offer may be obtained from the Thai SEC in the following cases:

• the acquisition of shares triggering the mandatory bid obligation causes no change in the control of the company;

• the acquisition was made with a purpose of assisting or rehabilitating the company;

• the acquisition of new shares and the shareholders’ meeting approves the issue of such shares to such person without needing to make the tender offer for all securities of the company (“whitewash”), in accordance with criteria prescribed by the Thai SEC;

— 125 — • the acquisition in a circumstance where the Take-over Panel has established a precedent; and

• in any other circumstances in which the Thai SEC deems necessary and otherwise appropriate;

(ii) a waiver of the mandatory tender offer may be obtained from the Take-over Panel in the following cases:

• the acquisition of significant controlling power over a juristic person which is a shareholder of a listed company (“chain principle”) without an intention to take over such listed company; and

• in any other circumstances where the Thai SEC deems a waiver should be considered by the Take-over Panel.

Under the applicable notifications of the Thai Capital Market Supervisory Board, if a voluntary or mandatory tender offer is triggered, an offeror is required to make an offer to purchase Shares that Bondholders may acquire upon the exercise of conversion rights under the Bonds, provided that such holders have exercised their conversion rights and became a shareholder of the Company before the last day of the offer period under the tender offer.

However, the offeror is not required to make an offer to purchase the Bonds given that interest and principal under the Bonds are payable in foreign currency, falling within the exemption of the securities that are the subject of the tender offer.

Foreign Ownership

The Thai government has generally allowed foreign investment, but on a controlled basis in certain sectors of the economy. Investment in Thai companies or in certain Thai securities by “non-Thai persons” (as defined in relevant laws or in a company’s articles of association) may be limited by the Foreign Business Act B.E. 2542 (1999), by a Board of Investment Promotion Certificate issued under the Investment Promotion Act B.E. 2520 (1977), as amended, by the Land Code of Thailand, and/or by restrictions contained in a company’s articles of association. The articles of association of many Thai companies, including ours, contain such restrictions. See “Description of the Shares—Limitation on Foreign Ownership of Shares”. The TSD, as our registrar, may refuse to register transfers of Shares to a non-Thai person, or divestment may otherwise be required, if as a result of such transfer the percentage of issued and outstanding Shares registered in the name of non-Thai persons would exceed the then applicable limitation on foreign ownership of the Shares.

The Articles, as recently amended, contain a 25.0% foreign ownership restriction with additional 5.0% reserved for Bondholders who exercise their conversion rights into the Shares of the Company. In case foreign shareholdings reach the limit of 30.0%, Bondholders can hold Shares arising from conversion in the form of NVDRs, as discussed above.

Where a foreign person acquires Shares that would exceed the applicable limit, the investor is exposed to the risk of losing the benefit of such investment because ownership may not be registered in such foreign person’s name. See “Risk Factors—Risks Relating to the Bonds and the Shares—The Company is subject to foreign ownership restrictions” for details.

— 126 — Settlement

General

All settlement and clearance of transactions effected on the SET must be handled by the TCH on the third business day following the contract date. The TCH offsets sales and purchases of each member and only the net balance of securities and cash delivered or received by the member through the TCH is credited.

Shares in Certificated Form

Securities in certificate form may be transferred from the transferor (the previous holder) to the transferee (the new holder) by following the procedure set out below: (i) the transferor endorses the back of the certificate by signing the transferor box; (ii) the transferee endorses the back of the certificate by signing the transferee box; and (iii) the transferee fills in and submits an Application for Registration of Securities Transfer, together with a securities certificate and other supporting evidence from both the transferor and transferee, as required by TSD. TSD verifies, registers the transfer and issues a new certificate to the transferee, if required.

The securities transfer can be made either by having the transferor sign the existing securities certificate and sending the certificate to the transferee (where no new certificate is issued), or by having a new certificate issued in the name of the transferee. In the former case, the transferee can receive the certificate promptly at the time the registration of the transfer is accepted by the registrar. However, in the latter case, it would require 15 days for the TSD registrar to issue a new certificate and, at the transferee’s choice, have it ready at the registrar’s office for the transferee.

Shares in Scripless Form

In July 1992, the SET introduced regulations to facilitate the establishment of a scripless trading system. Under this scripless system, a member broker, sub-broker or local custodian may deposit certificates in respect of securities with the TSD. Any person becoming a TSD participant is required to open at least one account with the TSD for the deposit, withdrawal or transfer of securities. After the TSD has accepted a deposit of securities, it will hold such securities on behalf of its participants or its participants’ clients. In addition, each TSD participant is obliged to maintain a list of owners of the securities deposited with it for establishing ownership rights to the securities and any other shareholder rights. Sales and purchases of securities are settled by off-setting the relevant securities deposit accounts via computers and at the end of each trading day the TSD delivers a statement showing the balance of securities held for each participant.

Transfer of Shares

Transfers of listed shares, whether effected on or off the SET are governed by the PLCA and the Thai SEC Act. Under the PLCA, a transfer of listed shares in certificated form is valid between the transferor and the transferee by an endorsement on the back of a share certificate representing the shares transferred, execution by the transferor and the transferee, and the delivery of the endorsed certificate to the purchaser or his broker acting on his behalf. To be valid as against the company, a request for an entry of the transfer into a share register must be received by the company; and to be valid against a third party, the entry of the transfer must actually be made into the share register.

Under the Thai SEC Act, transfers of scripless shares are made by way of appropriate instruction to the relevant brokers, sub-brokers or custodians with whom the transferor and the transferee involved maintain securities accounts in accordance with individual arrangements with such brokers, sub-brokers or custodians. Upon receipt of such instructions, the relevant brokers, sub-brokers or custodians will, in accordance with such arrangements, effect the relevant changes in the list of owners of the securities they are required to maintain for rights and entitlement purposes.

— 127 — Share Transfer Registration

A public listed company (or TSD if acting as its registrar) must record in the share register the transfer of its shares within 14 days of receipt of a written request for an entry of the transfer. If the transferee requires a new share certificate, the company (or TSD if acting as its registrar) must issue a new share certificate to the transferee within one month from the date that the transferee delivers the request, duly signed by the transferee (with at least one witness signing in attestation to the signature), and the previous share certificate or other relevant evidence must be properly returned by the transferee. In such cases, the company must record the transfer in the share register within seven days of receipt of a written request for an entry of transfer.

Listing of Newly Issued Shares

Although a company whose shares are listed on the SET is required to maintain a listing on the SET for all its issued shares of that class, it must make a separate application for the listing of new shares of that class when they are issued. The SET is entitled to consider a listing application for up to seven days from the date of submission of the completed listing application. Unless and until listing approval is given and listing has become effective, the shares may not be dealt in on the SET but purchasers and sellers may be matched through brokers in off-exchange transactions.

Internet Trading

In January 2000, the SET allowed the trading of securities through the internet. A member broker wishing to offer internet trading services is required to apply for permission from the SET and the broker’s computer and security systems must meet the regulations of the SET. The current standard for trading system was issued in 2012 for facilitating and safeguarding internet trading by non-member brokers.

— 128 — THAI FOREIGN EXCHANGE REGULATIONS

Thai foreign exchange controls are administered by the Bank of Thailand on behalf of the Ministry of Finance, pursuant to the Exchange Control Act B.E. 2485 (1942), as amended. The Ministry of Finance has granted local licensed commercial banks and certain other entities to conduct foreign exchange transactions as authorised agents of the Bank of Thailand. The Bank of Thailand instituted measures since 1998 (as amended) to restrict certain foreign exchange related transactions conducted between domestic financial institutions and non-residents of Thailand in order to safeguard against instability and speculation in the domestic currency market. However, the easing of exchange controls may be granted from time to time as the Bank of Thailand considers appropriate to the financial circumstance. These measures, which were amended on 29 February 2008, among other things, limit the value of foreign exchange related transactions for underlying trade or investment activities in Thailand not exceeding the actual value of the underlying trade or investment activity and, for transactions without any underlying trade or investment activity in Thailand, not exceeding Baht 300 million or Baht 10 million, depending on the type of transaction, per non-resident and its related parties as a group.

The outward remittance from Thailand of dividends or the proceeds of sale (including capital gain) from the transfer of shares after payment of the applicable Thai taxes, if any, may be made without the requirement to file a specified form to the relevant authorised agent if the amount does not exceed US$50,000.00 or the equivalent amount in relevant currency per remittance. Because the Bank of Thailand has a policy not to allow any person to bring Baht currency out of Thailand, dividends paid to a non-resident must be converted into foreign currency prior to the outward remittance from Thailand. If the amount is at least US$50,000.00 or its equivalent in the relevant currency, a specified form must be submitted to the authorised commercial bank together with documents or evidence as to the particular transaction (such as evidence of the disposal of shares).

Export of share certificates or other securities certificates from Thailand does not require prior approval from an exchange control officer appointed by the Bank of Thailand. The exporter may either dispatch the certificates by mail or carry them when travelling abroad.

The Bank of Thailand issued various notifications establishing the criteria for the withdrawal and deposit of the Baht into (i) non-resident Baht accounts for the purpose of investing in securities and other financial instruments, and (ii) non-resident Baht accounts for other purposes, including an investment in at least 10.0% or more of the total share capital of companies in Thailand.

In addition to the notifications, the Bank of Thailand has also issued the Rules and Practices on the Measures to Prevent Thai Baht Speculation dated 29 February 2008. The measures establish rules and practices for domestic financial institutions to undertake transactions involving Baht with non-residents in order to reduce volatility of the Baht resulting from speculative activities or from non-residents’ financial transactions without underlying trade or investment in Thailand. One of the measures relates to non-resident Baht accounts and non-resident Baht accounts for securities (“NRBS”). Where a non-resident wishes to open a NRBS, such account is to be a current or savings account only, and the financial institution is required to monitor the outstanding balances of all NRBSs at the end of each day to ensure that such accounts do not exceed the limit of Baht 300 million (US$9.25 million) per non-resident. Such limitation includes balances of all NRBSs opened by each non-resident with all financial institutions in Thailand, except for those approved by the Bank of Thailand on a case-by-case basis.

— 129 — TAXATION

The discussion below is not intended to constitute a complete analysis of all tax consequences relating to the ownership of the Bonds and the Shares. Prospective purchasers of the Bonds should consult their own tax advisors concerning the tax consequences of their particular situations. This description is based on laws, regulations and interpretations as now in effect and available as of the date of this Offering Circular. The laws, regulations and interpretations, however, may change at any time, and any change could be retroactive to the date of issuance of the Bonds or the Shares (as the case may be). These laws and regulations are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below.

Thai Taxation

Taxation in Relation to the Bonds

This summary contains a description of the Thai income tax consequences of the purchase, ownership and disposition of the Bonds by an individual or corporate purchaser that is not a resident of Thailand, not organised under Thai law, nor engaged in business in Thailand through a permanent establishment, agents or representatives in Thailand. It does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase the Bonds. The summary is based upon the tax laws of Thailand in effect on the date of this Offering Circular.

PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISORS CONCERNING THE CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE BONDS, INCLUDING THE CONSEQUENCES UNDER THAI LAW, THE LAWS OF THE JURISDICTION OF WHICH THEY ARE RESIDENT AND ANY TAX TREATY BETWEEN THAILAND AND THEIR COUNTRY OF RESIDENCE FOR TAX PURPOSES.

The tax liability of a prospective purchaser and the applicable rates of tax will depend on various factors such as whether the purchaser is a company or an individual, whether the purchaser is a resident of Thailand or is deemed to carry on business in Thailand and, if not, whether the purchaser is a resident of a country which has a double tax treaty with Thailand.

Income Tax

Non-Resident Individual Investors

In considering whether the individual holder is a resident of Thailand for Thai tax purposes, Thai law does not look at the nationality of such individual holder, but will determine whether the holder has resided in Thailand at one or more times for a period equal in the whole to 180 days in any tax year.

Interest paid on the Bonds in or from Thailand to a non-resident individual holder will be subject to a withholding tax at the rate of 15.0% of the gross amount of the interest payment, unless the terms and conditions of a double taxation agreement between Thailand and the resident country of such non-resident individual holder provide otherwise.

Unless the terms and conditions of a double taxation agreement between Thailand and the resident country of such non-resident individual holder provide otherwise, capital gains, which is the amount in excess of the cost of acquisition, arising from a transfer of the Bonds and paid in or from Thailand, will be subject to a withholding tax at the rate of 15.0% of the capital gains. The transferee or the payer of the gain has a duty to withhold tax at such rate on payments of gain in respect of the transfer of the Bonds.

— 130 — Non-Resident Corporate Investors

In the case of a company or registered partnership established pursuant to a foreign law which does not engage in business in Thailand but receives income paid in or from Thailand in the nature of interest or a capital gain arising on a transfer of the Bonds by a purchaser in Thailand, a payer of such income must withhold tax at the rate of 15.0% on any such payment, unless the terms and conditions of a double taxation agreement between Thailand and the resident country of such non-resident corporate holder provide otherwise.

Stamp Duty

No stamp duty is charged on transfer of the Bonds.

Taxation in Relation to the Shares

This summary contains a description of the Thai income tax consequences of the purchase, ownership and disposition of the Shares into which the Bonds are convertible by an individual or corporate investor who is not resident in Thailand for tax purposes (referred to herein as “non-resident individual holders” and “non-resident corporate holders”, respectively, and together as “non-resident holders”). It does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase ordinary shares. The summary is based upon the tax laws of Thailand in effect on the date of this Offering Circular.

PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISORS CONCERNING THE ACQUISITION, OWNERSHIP AND DISPOSITION OF ORDINARY SHARES, INCLUDING THE CONSEQUENCES UNDER THAI LAW, THE LAWS OF THE JURISDICTION OF WHICH THEY ARE RESIDENT AND ANY TAX TREATY BETWEEN THAILAND AND THEIR COUNTRY OF RESIDENCE FOR TAX PURPOSES.

In general, the registered owner of ordinary shares will be treated as the owner of such ordinary shares for Thai tax purposes. In the case of ordinary shares that settle through the TSD’s scripless system, the holder whose name appears on the list of owners with respect to the ordinary shares maintained by each TSD member broker, sub-broker, or custodian will be treated as the owner for Thai tax purposes. See “The Thai Securities Market—Settlement”.

Taxation of Dividends

Dividends in respect of ordinary shares are generally subject to Thai withholding tax at a rate of 10.0%, whether paid to non-resident corporate investors or to non-resident individual investors, unless the terms and conditions of a double taxation agreement between Thailand and the resident country of such non-resident holder provide otherwise.

Taxation of Capital Gains

Gains realised by a non-resident corporate holder from the sale or other disposition of ordinary shares outside Thailand in connection with which payment is made neither from nor within Thailand and neither the purchaser nor the seller reside or do business in Thailand, are not subject to Thai tax. A non-resident corporate holder will be subject to a withholding tax of 15.0% on gains realised on any sale or other disposition of ordinary shares in Thailand (including a sale through the SET) unless such holder is entitled to an exemption under an applicable tax treaty.

Gains realised by a non-resident individual holder from the sale or other disposition of ordinary shares outside Thailand in connection with which payment is made neither from nor within Thailand and neither the purchaser nor the seller resides or does business in Thailand, are not subject to Thai tax. Gains realised by a non-resident individual holder on a sale of ordinary shares through the SET

— 131 — are exempt from Thai income tax. Unless exempt under an applicable tax treaty, gains realised by a non-resident individual holder from a sale or other disposition of ordinary shares made otherwise than through the SET and in which payment is made from or within Thailand is subject to Thai income tax at a rate of 15.0%. Any such tax withheld is creditable against the Thai personal income tax.

In the foregoing cases, where withholding tax applies, the purchaser of such ordinary shares (or in the case of a sale through the SET, the broker executing such sale on behalf of the purchaser) is required under Thai law to withhold the applicable amount of Thai withholding tax from the sales price and make payment thereof to the relevant Thai tax authority.

Tax Treaties

Each non-resident holder should inquire for himself or herself whether he or she is entitled to the benefit of a tax treaty between Thailand and his or her resident country. Where an applicable tax treaty so provides, any otherwise taxable gain on the sale or other disposition of ordinary shares may be exempt from or subject to reduced Thai withholding tax. Thailand currently has tax treaties for the avoidance of double taxation with the following countries: Armenia, Australia, Austria, Bahrain, Bangladesh, Belgium, Republic of Bulgaria, Canada, Chile, China, Chinese Taipei, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Hong Kong, Hungary, India, Indonesia, Israel, Italy, Japan, Republic of Korea, Kuwait, Laos, Luxembourg, Malaysia, Republic of Mauritius, Myanmar, Nepal, The Netherlands, New Zealand, Norway, Oman, Pakistan, the Philippines, Poland, Romania, Russia, Seychelles, Singapore, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Republic of Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan and Vietnam.

Stamp Duty

Generally, a stamp duty of Baht 1 per every Baht 1,000 (or a fraction thereof) of the greater of the paid-up value of shares and the selling price of the shares is payable within 15 days from the date of execution of a share transfer instrument, or within 30 days from the date the share transfer instrument is brought into Thailand if executed outside Thailand. No stamp duty is payable on a transfer of listed securities, including the Shares, where TSD, as a person appointed by the SET, is acting as a registrar of such securities.

— 132 — SUBSCRIPTION AND SALE

The Company will enter into a subscription agreement with the Joint Lead Managers (the “Subscription Agreement”), pursuant to which and subject to certain conditions contained in the Subscription Agreement, the Company agreed to sell to the Subscribers, and the Subscribers agreed to subscribe for, or procure subscribers for, Baht 10,000,000,000 in aggregate principal amount of U.S. Dollar Settled Zero Coupon Convertible Bonds due 2019.

The Company has also agreed to pay the Joint Lead Managers for certain of its expenses incurred in connection with the issue of the Bonds and has indemnified the Joint Lead Managers against certain liabilities, including liabilities in relation to the offer and sale of the Bonds. The Joint Lead Managers is entitled in certain circumstances to terminate the Subscription Agreement prior to the closing of the issue of the Bonds.

During the period commencing on the date of this Offering Circular and ending 90 days after the Closing Date (both dates inclusive), the Company has agreed in the Subscription Agreement that it will not and will procure that none of its subsidiaries will, without the prior written consent of the Joint Lead Managers (i) directly or indirectly, issue, offer, pledge, sell, contract to issue or sell, issue or sell any option or contract to purchase, purchase any option or contract to issue or sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Shares or Relevant Securities or any securities convertible into or exercisable or exchangeable for Shares or Relevant Securities; or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Shares or Relevant Securities, whether any such swap or transaction described in paragraphs (i) or (ii) above is to be settled by delivery of Shares or Relevant Securities or such other securities, in cash or otherwise. Notwithstanding the above, the Company will not be subject to the above restrictions in relation to (a) the issue of the Bonds; (b) any Shares issued pursuant to the conversion of the Bonds; (c) the issue of Shares pursuant to any options, warrants or other rights existing at the date hereof and described in this Offering Circular; (d) the issue of Shares pursuant to any employee share schemes existing at the date hereof and described in this Offering Circular. For the purposes of this paragraph “Relevant Securities” means any participation certificates and any depositary or other receipt, instrument, rights or entitlement representing Shares; and (e) the issue of Shares, in aggregate not exceeding 1.5% of the total issued Shares of the Company, as consideration for the acquisition or purchase of interests or any assets, singly or in the aggregate, in any company, person or other entity whose business is in or related to the healthcare sector.

Each Subscriber or its affiliates may purchase the Bonds for its or their own account and enter into transactions, including (i) credit derivatives, asset swaps, repackaging and credit default swaps relating to the Bonds and/or the Company’s securities or (ii) equity derivatives and stock loan transactions relating to the Shares at the same time as the offer and sale of the Bonds or in secondary market transactions. Such transactions would be carried out as bilateral trades with selected counterparties and separately from any existing sale or resale of the Bonds to which this Offering Circular relates (notwithstanding that such selected counterparties may also be purchasers of the Bonds). Each Joint Lead Manager and certain of its subsidiaries or affiliates may have performed certain investment banking and advisory services for the Company and/or its subsidiaries from time to time in relation to which they have received customary fees and expenses. In addition to the transactions noted above, each Joint Lead Manager may, from time to time, engage in other transactions with and perform services for the Company and/or its subsidiaries and affiliates in the ordinary course of their business. In addition, each Joint Lead Manager and certain of its subsidiaries and affiliates may hold Shares as beneficial owners, on behalf of clients or in the capacity of investment advisors.

General

No action has been or will be taken in any jurisdiction by the Joint Lead Managers or the Company that would to the best of their knowledge permit a public offering of the Bonds, or possession or distribution of the Offering Circular or any other offering or publicity material relating to the Bonds, in any country or jurisdiction where action for that purpose is required.

— 133 — United States

The Bonds and the Shares issuable upon conversion of the Bonds have not been and will not be registered under the Securities Act, and subject to certain exceptions, may not be offered or sold within the United States. The Bonds are being offered and sold outside of the United States in reliance on Regulation S.

In addition, until 40 days after the commencement of the offering of the Bonds, an offer or sale of Bonds or Shares to be issued upon conversion of the Bonds within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

United Kingdom

Each Joint Lead Manager has represented, warranted and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of any Bonds in circumstances in which section 21(1) of the FSMA does not apply to the Company; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom.

Hong Kong

Each Joint Lead Manager has represented and agreed that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Bonds other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(b) (it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Bonds, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Bonds which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance of Hong Kong and any rules made under that Ordinance.

Singapore

Each Joint Lead Manager has acknowledged that this Offering Circular will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint Lead Manager has represented, warranted and agreed that it has not offered or sold any Bonds or caused such Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Bonds or cause the Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase,

— 134 — of the Bonds, whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (2) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Offering Circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Bonds and/or new Shares may not be circulated or distributed, nor may the Bonds and/or new Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person, which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239 (1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Bonds pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; or

(5) as specified in Regulation 32 of the Securities and Futures (Offer of Investments) (Shares and Debentures) regulations 2005 of Singapore.

Japan

The Bonds have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Act”). Accordingly, each Joint Lead Manager has represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Bonds in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan.

— 135 — Thailand

Each Joint Lead Manager has represented and agreed that:

(a) it has not offered or sold and will not offer or sell, whether directly or indirectly, any Bonds in Thailand;

(b) it has not made and will not make, whether directly or indirectly, any invitation in Thailand to subscribe for the Bonds; and

(c) it has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Bonds, whether directly or indirectly, to any persons in Thailand.

No invitation will be made to any person in Thailand to subscribe for any Bonds. The Bonds cannot be offered, sold or transferred in Thailand.

— 136 — GENERAL INFORMATION

Authorisation

The issue of the Bonds was duly authorised by a resolution of the board of directors on 18 June 2014 and the shareholders of the Company on 5 August 2014.

Listing

Approval in-principle has been received from the SGX-ST for the listing of the Bonds. Such permission will be granted after the Bonds have been admitted to the official list of the SGX-ST. The Bonds will be traded on the SGX-ST in minimum board lot size of S$200,000 for so long as the Bonds are listed on the SGX-ST.

Clearing Systems

The Bonds have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The International Securities Identification Number for this issue is XS1108673440 and the Common Code is 110867344.

No Significant Change

Save as disclosed in this Offering Circular, there has been no significant change in the financial or trading position of the Company since 30 June 2014 and there has been no material adverse change in the financial position or prospects of the Company since 31 December 2013.

Litigation

Save as disclosed in this Offering Circular, the Company is not involved in any legal or arbitration proceedings (including any proceedings which are pending or threatened of which the Company is aware) which may have or have had in the 12 months preceding the date of this document a significant effect on the financial position of the Company.

Financial Statements

The auditor for the Company is EY Office Limited, who has audited the Company’s accounts in accordance with generally accepted auditing standards in Thailand for the financial years ended 31 December 2011, 2012 and 2013. The auditor’s reports are included as a part of consolidated financial statements in the Offering Circular.

EY Office Limited has given and not withdrawn its written consent to the issue of this Offering Circular with references to their audit reports on the published annual consolidated audited financial statement of the Company for the years 31 December 2011, 2012 and 2013, their review reports for the consolidated financial statements of the Company for the six-month periods ended 30 June 2013 and 2014 and with references to EY Office Limited in the form and context in which they appear.

The Company publishes consolidated unaudited interim financial statements on a quarterly basis. The figures given and interim statements set out in this Offering Circular for the six-month periods ended 30 June 2013 and 2014 have not been audited but has been reviewed by EY Office Limited.

— 137 — Documents

Copies of the following documents will be available from the specified office of the Principal Agent so long as any of the Bonds remains outstanding:

(a) the Memorandum and Articles of Association of the Company;

(b) the audited consolidated financial statements of the Company in respect of the financial years ended 31 December 2011, 2012 and 2013;

(c) the unaudited but reviewed consolidated interim financial statements of the Company in respect of the six-month periods ended 30 June 2013 and 2014; and

(d) the Subscription Agreement, the Paying, Conversion and Transfer Agency Agreement and the Trust Deed.

— 138 — LEGAL MATTERS

Certain matters in connection with this offering as to English law will be passed upon for the Company by Latham & Watkins and for the Joint Lead Managers by Linklaters Singapore Pte. Ltd. Certain matters in connection with this offering as to Thai law will be passed upon for the Company by Weerawong, Chinnavat & Peangpanor Ltd. and for the Joint Lead Managers by Linklaters (Thailand) Ltd.

— 139 — INDEX TO FINANCIAL STATEMENTS

Page

Audited Consolidated and Separate Financial Statements as at and for the Years Ended 31 December 2011 and 2012

— Audited Report of EY Office Limited ...... F-2

— Statement of Financial Position ...... F-4

— Statements of Earnings ...... F-7

— Statements of Changes in Shareholders’ Equity...... F-9

— Statements of Cash Flows...... F-12

— Notes to Financial Statements...... F-16

Audited Consolidated and Separate Financial Statements as at and for the Years Ended 31 December 2012 and 2013

— Audited Report of EY Office Limited ...... F-87

— Statement of Financial Position ...... F-89 — Statements of Earnings ...... F-92 — Statements of Changes in Shareholders’ Equity...... F-94 — Statements of Cash Flows...... F-97 — Notes to Financial Statements...... F-101

Reviewed Consolidated and Separate Financial Statements as at and for the Six Months Ended 30 June 2013 and 2014

— Review Report of EY Office Limited ...... F-179 — Statement of Financial Position ...... F-180 — Statements of Earnings ...... F-183 — Statements of Changes in Shareholders’ Equity...... F-187 — Statements of Cash Flows...... F-190 — Notes to Financial Statements...... F-194

— F-1 — F-2 F-3 F-4 F-5 F-6 F-7 F-8 F-9 F-10 F-11 F-12 F-13 F-14 F-15 F-16 F-17 F-18 F-19 F-20 F-21 F-22 F-23 F-24 F-25 F-26 F-27 F-28 F-29 F-30 F-31 F-32 F-33 F-34 F-35 F-36 F-37 F-38 F-39 F-40 F-41 F-42 F-43 F-44 F-45 F-46 F-47 F-48 F-49 F-50 F-51 F-52 F-53 F-54 F-55 F-56 F-57 F-58 F-59 F-60 F-61 F-62 F-63 F-64 F-65 F-66 F-67 F-68 F-69 F-70 F-71 F-72 F-73 F-74 F-75 F-76 F-77 F-78 F-79 F-80 F-81 F-82 F-83 F-84 F-85 F-86 F-87 F-88 F-89 F-90 F-91 F-92 F-93 F-94 F-95 F-96 F-97 F-98 F-99 F-100 F-101 F-102 F-103