Invitation to the 2018 Annual General Meeting of Shareholders Thonburi Healthcare Group Public Company Limited Tuesday, April 24, 2018 at 14.00 Hrs

Invitation to the 2018 Annual General Meeting of Shareholders Thonburi Healthcare Group Public Company Limited Tuesday, April 24, 2018 at 14.00 hrs. at Nuntha Utayarn Samosorn (Opposite Thonburi Hospital)

For quick registration. Please bring your barcode registration form to the officer. In case of delegation of power to others. Please sign the Proxy Form. (Enclosure 8) and ID card Proxies to be presented to the staff at the shareholders meeting.

Call Center 02 487 2000 www.thg.co.th

The Company has no policy to distribute gifts at the shareholders' meeting. Snacks and drinks are provided for only one shareholder and proxies per meeting.

AT THG 08/2018 30 March 2018 Subject : Invitation to the 2018 Annual General Meeting of Shareholders To : Shareholders Enclosures : 1. Copy of the 2017 Annual Report and copy of the financial statements for the year 2017 (CD Rom) (Supporting documents for Agenda 2 and Agenda 3) 2. Resume of the auditor (Supporting document for Agenda 5) 3. Details of persons nominated for appointment as director (Supporting document for Agenda 6) 4. Profile of independent directors proposed as proxy of shareholders 5. Conditions and methods of registration for attendees of the meeting, granting proxy and votes counting 6. Provisions of the Articles of Association relating to shareholders’ meeting 7. Map of the annual general meeting 8. Proxy form 9. Registration form (to bring along for registration process)

Notice is hereby given that the 2018 Annual General Meeting of Shareholders of Thonburi Healthcare Group Public Company Limited (“the Company”) which will be held on Tuesday, April 24, 2018 at 14.00 hrs. at Nuntha Utayarn Samosorn (Opposite Thonburi Hospital) no. 64 Soi Issaraparp 44, Baanchanglor Sub-district, Bangkok Noi District, Bangkok 10700 to consider the agendas as follows:

Agenda 1 Matters for acknowledgement 1.1 To acknowledge progress of Jin Wellbeing County Project

Jin Wellbeing County Project of Premiere Home Health Care Co., Ltd. (the Company holders 99.99 of shares) The project is developed for elder healthcare and received the Honorable Mention Award from the 2018 Environment for Aging Design Showcase, the United States. The project conducted environmental impact assessment study and has constructed the first phase with the investment value of Baht 3,700 million.

1.2 To acknowledge progress of Thonburi Health Rehabilitation Center Hospital (Bumrungmuang Road) The Company purchased 99.99% shares in Bumrungmuang Plaza Company Limited from Powerline Engineering Public Company Limited and former shareholders in order to acquire the transfer of

Invitation the 2018 Annual General Meeting of Shareholders Page 1 | 13 leasehold right in land and building owned by Thai Red Cross Society. Such asset acquisition is for the purpose of developing Thonburi Health Rehabilitation Center Hospital Project (Bumrungmuang Road). The project will consist of medical centre and outpatient clinics such as physical therapy clinic, fertility clinic, healthcare clinic, and anti-aging clinic. At present, the building is being decorated and the project will commence operation in Quarter 4/2018.

1.3 To acknowledge progress of Ar Yu International hospital project at Union of Myanmar The Company approved the additional investment in shares of ARYU International Health Care Company Limited from 10% to 40%. The shares were purchased from WJ International Hospital Management Company Limited at par value. Ar Yu International Hospital is currently under construction. The hospital located in the middle of Yangon will have 200 patient beds and is expected to open for services in the middle of 2018.

Agenda 2 To acknowledge the annual report and the Board of Directors’ report regarding the Company’s performance of the year 2017 Purpose and Reason The Company’s performance of the year 2017 is set out under the annual report (CD- Rom) be sent to the shareholders with the invitation letter. Which is enclosed as Enclosure 1 and the Board of Directors operation report’s 2017 (the information as of 31 December 2017) the details as follows:

Key Operating Performance In 2017, the Company celebrated 40th anniversary of Thonburi Hospital. This demonstrates strengths of the Company’s business. On 7 December, the Company listed its 849,080,000 ordinary shares on the Stock Exchange of Thailand. The number of shareholders of the Company increased from 3,475 shareholders to 8,218 shareholders (information as of 29 December 2017).

In 2017, the Company’s total revenues and profit increased from medical service business, healthcare solutions provider business and other businesses as follows: THG 2016 2017 Growth percentage (%) Total revenue Baht 6,229 million Baht 6,611 million 6.1 Net profit Baht 511 million Baht 554 million 8.4

Majority of the Company’s revenues was generated from Thonburi Hospital (net profit growth of 16%) and Thonburi 2 Hospital (net profit growth of 4.8%). The Company is in the process of investment and development of projects in Thailand and overseas and will gradually record revenues from such investments in 2018. During the past year, investment and revenue generated from overseas projects consist of joint investment in hospital and advisory services for hospital projects. At the beginning of November 2017, the Company opened

Notice of the 2018 Annual General Meeting of Shareholders Page 2 | 13 Welly Hospital in Weihai, Shandong Province, the Republic of China. Which the Company holders 58% of share. It is the first Thai hospital in the Republic of China and received much interest from the public. Ar Yu International Hospital located in Myanmar is under construction and is expected to open for services in the middle of 2018. In addition, the Company generated revenues from provision of advisory services to hospital projects in the Republic of China and the Kingdom of Saudi Arabia.

The environmental impact assessment study of “Jin Wellbeing County”, healthcare project for aged persons, had been approved. The project has started the first phase of construction with the investment value of more than Baht 3,700 million. The key principle of the project is to provide medical services for aged persons in the community and environment suitable for aged persons’ physique with understanding. The team will facilitate daily life and the project’s residents can choose whichever service they preferred. In addition, the project will have 24-hour healthcare service for aged persons who are not capable of looking after themselves. Such service is expected to start in Quarter 4/2018. During the end of last year, the Company acquired the leasehold right in building from Thai Red Cross Society in order to develop Thonburi Health Rehabilitation Center Hospital Project (Bumrungmuang Road). The project will focus on using high technology to treat and cure patients in various age ranges. It is expected to open for services within the year 2018. Total revenues of the Company consist of revenue from medical services business, healthcare solutions provider business, and other businesses. The total revenues were Baht 6.611 million, an increase by Baht 382 million or 6.1% from that of the year 2016. Total costs were Baht 4,781 million, an increase by Baht 263 million or 5.8% from that of the year 2016. The increase was consistent with growth in the total revenues. The major cost of the Company was cost of rendering medical services. Selling and administrative expenses and executives’ remuneration was Baht 1,005 million, an increase by Baht 150 million or 17.5% from that of the year 2016. The expenses included personnel expense, marketing expense, and expenses relating to conducting feasibility study and development of project according to the Company’s plan. Finance costs was Baht 161 million, a decrease by Baht 16 million or 9.0% from that of the year 2017. The decrease was due to negotiation with financial institutions to obtain lower interest and utilization of proceeds from Initial Public Offering (IPO) to repay loans from financial institutions. Gross profit was Baht 1,830 million, an increase by Baht 120 million or 7.0% from that of the year 2016. The gross margin increased to 27.7% from 27.5% due to growth in revenue generated during Quarter 4/2017. However, most of the costs had increased since the beginning of 2017, particularly personnel expense to uplift

Notice of the 2018 Annual General Meeting of Shareholders Page 3 | 13 the service quality. As a result, gross margin increased slightly. The net profit attributable to owners of the parent was Baht 554 million, an increase by Baht 43 million or 8.4% from that of the year 2016. The net margin in respect of profit attributable to owners of the parent was 8.4%, an increase by 0.2% from that of the year 2016. Total assets were Baht 14,010 million, an increase by Baht 3,550 million or 33.9% from that of the year 2016. Total liabilities were Baht 5,345 million, an increase by Baht 41 million or 0.8% from that of the year 2016. Majority of the total liabilities was long-term loans from financial institutions. However, the total outstanding loans from financial institutions decreased from application of IPO proceeds as repayment of loans. Total equity was Baht 8,665 million, an increase by Baht 3,509 million or 68.1% from that of the year 2016. The increase was mainly due to proceeds raised from the initial public offering in the amount of Baht 3,123 million. The retained earnings had increase from net profit for the year in the amount of Baht 547 million and increase from other factors of Baht 110 million. The dividend in the amount of Baht 306 million was paid from net profit for the year 2016. Cash flows from operating activities was Baht 713 million, a decrease by Baht 116 million from that of the year 2016. The decrease was mainly due to increase in trade and other account receivable for accrued income from provision of advisory services overseas. Cash flows from investing activities was Baht 1,516 million, a decrease by Baht 1,010 million from that of the year 2016. This was due to investments in Bumrungmuang Plaza Company Limited, join venture in Myanmar, and capital increase in joint venture in China, but the total investments was lower. Cash flows from financing activities was Baht 824 million, a decrease by Baht 719 million from that of the year 2016. This was due to application of IPO proceeds raised in December 2017 as repayment of loans from financial institutions.

The Board’s Opinion The board of director approved that it has resolved to propose this matter to the shareholders’ meeting to acknowledge report regarding the Company’s performance of the year 2017

Voting This agenda is for acknowledgement only. Therefore, voting is not required.

Agenda 3 To consider and approve the financial statements for the year ending 31 December 2017 Purpose and Reason The 2017 financial statements for the year ending 31 December 2017 as set out under “Financial Statements” part of the annual report have been reviewed by the Audit Committee and audited by the auditor. And send to shareholders with invitation letter, which is enclosed as Enclosure 1 a detail as follows:

Notice of the 2018 Annual General Meeting of Shareholders Page 4 | 13 Financial Statement, Profit and Loss Statement (Unit : million baht) THG The Company and subsidiaries The Company Assets 14,010 14,157 Liabilities 5,345 4,632 Revenue from hospital business 5,358 4,734 Total revenue 6,729 5,533 Profit per year 564.94 776.57 Earnings per share (Baht/Shares) 0.72 1.01

The Board’s Opinion The Board of Directors is of the view that such financial statements have been reviewed by the Audit Committee and audited by the qualified auditor. The auditor’s opinion on the Company’s financial statements is that the financial statements are correct in material respect and in accordance with the accounting standards. The Board of Directors, therefore, proposes such financial statements to the shareholders’ meeting for approval.

Voting To approve this agenda, a resolution must be passed by the majority votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 4 To consider and approve the profit allocation and the dividend payment for the year 2017 Purpose and Reason According to Section 116 of the Public Limited Company Act B.E. 2535 (as amended) (the “Public Company Act”), the company must allocate part of the annual net profit as reserve fund in an amount not less than 5 % t of the annual net profit less the sum of accumulated loss brought forward (if any) until the reserve fund amounts to not less than 10 % of the registered capital. Such reserve fund cannot be allocated to shareholders.

In the year 2017, the Company’s net profit from consolidated financial statements was Baht 554 million. The Company has allocated Baht 112.5 million or 13% of its registered capital as legal reserve according to the laws and the Company’s Articles of Association.

For the dividend payment for the year 2017, according to Section 115 of the Public Limited Companies Act, no dividend shall be paid out of funds other than profit. In the case where the company still sustains an accumulated loss, no dividend shall be paid. The Company’s dividend policy is 40% of net profit from consolidated financial statements after deduction of income taxes. Based on the operating performance of the Company (excluding impact from exchange rate, deferred income tax, recognition of revenues from lease agreement and concession agreement and loss on impairment), the Company had the profit for the year 2017 of Baht 553.84 million. It is therefore appropriate to pay dividends to shareholders at the rate of Baht 0.40 per share, representing a total dividend of Baht 339.63 million. The Company will pay dividends for the operating

Notice of the 2018 Annual General Meeting of Shareholders Page 5 | 13 results of the year 2017 within 30 days from the date the shareholders' meeting resolves. (Scheduled to be paid on May 21, 2018)

Dividend Payment Details Year 2016 Year 2017 Net Profit (Million Baht) 543.99 564.94 Net Profit - parent (Million Baht) 511.15 553.84 Number of shares (Million shares) 764.08 849.08 Earnings per share (shares) 0.69 0.72 Dividend per share (Baht) 0.40 0.40 Total dividends paid (Million Baht) 305.63 339.63 Dividend payout ratio (%) 56.18 60.12

The tax credit on dividend for individual shareholder shall be in accordance with Section 47 Bis of the Revenue Code. The Board’s Opinion The Board of Directors is of the view that:

1. The Company’s registered capital was Baht 849.08 million and it has allocated profit in the amount of Baht 112.5 million or 13% of the registered capital as legal reserve in accordance with the Company’s Articles of Association. Therefore, the Company does not have to allocate profit as additional legal reserve. 2. The Company’s operating performance is of satisfactory results. The Company has considered its future investment plan and dividend policy and find it appropriate to propose to the shareholders’ meeting for approval of dividend payment for operating performance for the year 2017 at the rate of Baht 0.40 per share, totaling Baht 339.63 million. Such dividend shall be paid to shareholders entitled to receive dividend according to the Company’s Articles of Association, namely those whose name appear on the date for determination of shareholders who shall be entitled to receive dividend on 9 March 2018 (Record Date). The date of dividend distribution shall be on 21 May 2018.

Remark 1. Individual shareholder will receive tax credit on dividend according to the criteria and the Company has determined the date on which shareholders shall be entitled to dividend on 9 March 2018 and the date of dividend distribution shall be on 21 May 2018. The dividend payment shall be subject to approval from the shareholders’ meeting. Voting To approve this agenda, a resolution must be passed by the majority votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Notice of the 2018 Annual General Meeting of Shareholders Page 6 | 13 Agenda 5 To consider and approve the appointment of the auditor for the year 2018 and the determination of the auditor’s compensation for the accounting period ending 31 December 2018 Purpose and Reason To consider and approve the appointment of the auditor and determination of audit fee for the year 2018 according to Section 120 of the Public Limited Company Act B.E. 2535 (as amended) (the “Public Company Act”). Article 56 Article 57 and of the Company’s Articles of Association states that the appointed auditor may be reappointed as the Company’s auditor and determine the auditor’s compensation by the annual general meeting of shareholders. For 2018, the Company invited the world’s four largest audit and advisory services firms (BIG4) to submit fee proposal for provision of audit services. In addition to PricewaterhouseCoopers ABAS Ltd. (“PWC”), two other firms submitted fee proposal for provision of audit services to the Company and its local and overseas subsidiaries, totaling three firms. The Audit Committee has set-up criteria for selecting the auditor. Those criteria include reputation and capabilities of audit firm, experience and expertise of the audit team, audit procedures and tools, reliability and standard of audit results, knowledge in the business, and audit fees and other service fees. The assessment of auditor was based on interviews and information set out under the audit fee proposal. The Audit Committee had considered the auditor’s qualifications based on the abovementioned criteria and approved PWC as the auditor of the Company and its subsidiaries for the year 2018. The proposal submitted by PWC, the existing auditor, gives the most beneficial terms to the Company and its subsidiaries in respect of fees, experience and expertise, and knowledge in the business. The audit results of the previous year are of standard level and reliable. In the past, PWC audited the Company’s financial statements within the due dates. The firm is also equipped with experience and expertise and is listed in the list of auditors approved by the Office of the Securities and Exchange Commission. PWC has been acting as the Company’s auditor for the financial year ended 31 December 2014 until the financial year ended 31 December 2017 and performed its duties well during such periods. The Board of Directors proposed to nominate the Company’s auditor for reappointment as the auditor of the Company and its subsidiaries for the year 2018. Profile of the auditors are as set out under Enclosure 2. Any of the following auditors can conduct the audit, express an opinion on the financial statements of the Company, execute the audit report and any other relevant acts in respect of the Company and its subsidiaries for the year 2017: 1) Mr. Sudwin Panyawongkanti, Certified Public Accountant (Thailand) No. 3534; and/or 2) Mrs. Anuthai Poomsurakul, Certified Public Accountant (Thailand) No. 3873; and/or 3) Mr. Krit Chatchavalwong, Certified Public Accountant (Thailand) No. 5016.

In case that the appointed auditor is unable to perform his/her duties, PWC shall find its other qualified auditor as replacement. In such event, the Board of Directors shall be authorized to approve the replacement auditor

Notice of the 2018 Annual General Meeting of Shareholders Page 7 | 13 proposed by PWC. However, none of such auditors is director, employee, staff or holds any positions in the Company and neither has relationship nor conflict of interest with the Company, its subsidiaries, management, major shareholders or related person of such persons, including no transactions which may have conflict of interest with the Company. Once the Company has issued and offered its shares to the Initial Public Offering according to its listing plan, the appointment of auditor shall be in accordance with the rules relating to auditor rotation as prescribed under the Notification of Capital Market Supervisory Board No. TorJor. 44/2556 re: Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers. The rules required that the auditor shall be rotated if it has performed its duties in auditing or reviewing and expressing opinion on the Company’s financial statements for a period of 5 consecutive financial years. The Company may appoint a new auditor from the same audit firm as its existing auditor and may re-appoint auditor, who retires according to the rules relating to auditor rotation, as the Company’s auditor after a period of 2 financial years from the date on which such auditor retires from its roles as the Company’s auditor. Therefore, it is appropriate to propose for the shareholders’ approval the auditor’s compensation for the audit of company only and consolidated financial statements of the Company for the financial year ending 31 December 2017 and for the review of the Company’s quarterly financial statements. A detail as follows:

Audit Fee 2017 2018 A. Audit Fee (Baht) 1. The Company 6,950,000 3,890,000 2. Subsidiaries 9,255,000 7,810,000 B. Non Audit Fee None None Total Audit Fee (Baht) 16,205,000 11,700,000

The Board’s Opinion the Board of Directors has considered qualifications and fees of the auditor and find them reasonable and appropriate and the selection process of the auditor has been considered by the Audit Committee. Therefore, the Board of Directors resolved to propose the following matters to the shareholders’ meeting for consideration and approval:

1. Appoint PricewaterhouseCoopers ABAS Co., Ltd. as the auditor of the Company and its subsidiaries for the financial year ended 31 December 2018. Any one of the following auditors shall be authorized to review, audit, and express his/her opinion on the financial statements and sign the audit report, including perform any act relating to the matter;

Notice of the 2018 Annual General Meeting of Shareholders Page 8 | 13 1) Mr. Sudwin Panyawongkanti, Certified Public Accountant (Thailand) No. 3534; and/or 2) Mrs. Anuthai Poomsurakul, Certified Public Accountant (Thailand) No. 3873; and/or 3) Mr. Krit Chatchavalwong, Certified Public Accountant (Thailand) No. 5016. 2. Approval of auditor’s compensation for the audit fee of the consolidated financial statements and the Company only. For the fiscal year ended 31 December 2018, the credit limit was not more than Baht 3,890,000. 3. Authorized the Board of Directors authorized approval of auditor’s compensation of the Company for the year 2018 as necessary. 4. To acknowledge the auditor’s compensation for the subsidiaries, the credit limit not exceeding 7,810,000 Baht

Voting To approve this agenda, a resolution must be passed by the majority votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 6 To consider and approve the appointment of directors in replacement of those who retire by rotation Purpose and Reason Section 71 Public Limited Companies Act Article 18 of the Company’s Articles of Association states that at each annual general meeting of shareholders, at least one-third of the Company’s directors shall retire by rotation. If the number of directors is not a multiple of three, the nearest number to one- third of the number of directors shall retire from office. The directors to vacant office in the first year and the second year after registration of the company shall draw lots. In subsequent years, the directors, who remained in office for the longest time, shall vacant from office. The directors vacating office may be re-elected. The Company has 14 directors in total, consisting of 7 independent directors. There are 5 directors who must retire from office this year or equivalent to one-third of the total number of directors. The names of such directors are set out below: Name of Director Position 1. Mr. Virachai Srikajon Independent Director, Member of Audit Committee and Chairman of Nomination and Remuneration Committee 2. Dr. Tanatip Suppradit Vice Chairman and Chairman of Executive Committee 3. Mr. Chalermkul Apibunyopas Director, Member of Executive Committee and Member of Risk Management Committee 4. Mrs. Kannika Ngamsopee Independent Director and Chairman of Audit Committee 5. Mr. Timothy Emen Lertsmitivana Independent Director and Member of Nomination and Remuneration Committee

Notice of the 2018 Annual General Meeting of Shareholders Page 9 | 13 The Board’s Opinion The Board of Directors, excluding directors with conflict of interest, as proposed by the Nomination and Remuneration Committee who had considered the utmost benefits of the Company, qualifications, experience and expertise of those directors due to retire by rotation, has resolved to propose to the shareholders’ meeting for appointment of all five directors who must retire by rotation in the 2018 Annual General Meeting of Shareholders as the Company’s directors for another term. The brief profiles of the directors are as set out in Enclosure 3. 1. Mr. Virachai Srikajon 2. Dr. Tanatip Suppradit 3. Mr. Chalermkul Apibunyopas 4. Mrs. Kannika Ngamsopee 5. Mr. Timothy Emen Lertsmitivana

Voting This agenda must be approved on an individual basis. The directors nominated for reappointment has left the meeting room during the consideration of this agenda. To approve this agenda, a resolution must be passed by the majority votes of the shareholders and proxy holders who attend the meeting and cast their votes and in accordance with the following rules and methods specified under the Company’s Articles 15, which is enclosed as Enclosure 6.

Agenda 7 To consider and approve the determination of compensation of the Board of Directors and the subcommittee Purpose and Reason As compensation to the Company’s Board of Directors and sub-committees for their works, the Board of Directors proposed to the shareholders’ meeting to consider and approve the determination of directors’ remuneration from the year 2017 at a slightly higher rate as follows:

Annual Meeting Annual Meeting Remuneration Allowance Remuneration Allowance Position 2017 (Baht per 2018 (Baht per (Baht per year) meeting) (Baht per year) meeting) Chairman 180,000 10,000 180,000 12,000 Director 140,000 10,000 150,000 12,000 - Chairman and members of the Audit Committee - 10,000 - 12,000 - Chairman and members of the Risk Management Committee - Chairman and members of the Nomination and Remuneration Committee

Notice of the 2018 Annual General Meeting of Shareholders Page 10 | 13 The other remuneration such as medical service fees at Thonburi Hospital to the Board of Directors and sub- committees at the same rate as in 2017. The criteria used for medical service fees to executives of Thonburi Hospital shall be applied to medical service fees paid to the Board of Directors and sub committees. • Baht 100,000 for director with 50% discount on any amount in excess • 50% discount for parents without limit • 50% discount for spouse and minor children, with a limit of Baht 100,000

The Board’s Opinion The Nomination and Remuneration Committee has considered this matter and is of the view that determination of directors’ remuneration and other remuneration such as medical service fees at Thonburi Hospital is a compensation appropriate for duties and responsibilities of the Board of Directors and sub-committees. The directors’ remuneration for the year 2018 slightly increased compared to remuneration for the year 2017. The criteria used for payment of medical service fees as other remuneration shall be the same as criteria used for payment of medical service fees to executives of Thonburi Hospital. Voting This agenda, a resolution must be passed by 2/3 (two-thirds) votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 8 To consider and approval the articles of association of the Company Purpose and Reason According to the Order of Head of the National Council for Peace and Order Re: Amendment to the Law for Business Facilitation, Article 5 and Article 34 of the Company’s Articles of Association has become nullified as they are contrary to the new laws, details of which are as follows: Original the articles of association Amendment “Article 5 The shares of the Company are ordinary “Article 5 The shares of the Company are ordinary shares issued in the form of name certificate and shares issued in the form of name certificate shall be fully paid-up. The Company may issue and shall be fully paid-up. The Company may and offer for sale preferred shares, debentures, issue and offer for sale preferred shares, convertible debentures or any other securities as debentures, convertible debentures or any permitted by the law on securities and exchange. other securities as permitted by the law on As to payment for shares, a subscriber or securities and exchange. purchaser of shares cannot avail himself of a As to payment for shares, a subscriber or set-off against the company. purchaser of shares cannot avail himself of a set-off against the company. All share certificates of the Company shall be signed or printed by at least two of the directors All share certificates of the Company shall be and affixed with the Company’s seal. However, signed or printed by at least one director. the Company may appoint a share registrar in However, the Company may appoint a share

Notice of the 2018 Annual General Meeting of Shareholders Page 11 | 13 accordance with the law on securities and registrar in accordance with the law on exchange to sign or print a signature on his behalf.” securities and exchange to sign or print a signature on his behalf.” Article 34 The general meeting of shareholders shall Article 34 The general meeting of shareholders shall be be called at least once a year. Such meeting is called at least once a year. Such meeting is called called “general meeting”. Such general “general meeting”. Such general meeting shall be meeting shall be convened within 4 months convened within 4 months from the date ending from the date ending the account period of the the account period of the company. Other company. Other meeting of shareholders shall meeting of shareholders shall be called be called “extraordinary general meeting”. “extraordinary general meeting”. The Board of Directors may summon an The Board of Directors may summon an Extraordinary General Meeting of Shareholders Extraordinary General Meeting of Shareholders whenever the Board of Directors deems whenever the Board of Directors deems appropriate. The shareholders holding shares appropriate. The shareholders holding shares altogether at not less than one-fifth of the total altogether at not less than ten percent of the total number of shares sold or not less than twenty- number of shares sold may submit their names five shareholders holding shares altogether at in a letter requesting the Board of Directors to not less than one-tenth of the total number of summon an Extraordinary General Meeting of shares sold may submit their names in a letter Shareholders. The said letter shall clearly specify requesting the Board of Directors to summon an Extraordinary General Meeting of Shareholders. subject and reasons for such request. In such The said letter shall clearly specify subject and case, the Board of Directors shall arrange for the reasons for such request. In such case, the meeting of shareholders to be held within forty- Board of Directors shall arrange for the five days from the date of receipt of such request meeting of shareholders to be held within one from the shareholders. month from the date of receipt of such request from the shareholders.

The Board’s Opinion The Board of Directors, per recommendation of the Company Secretary, resolved to propose to the 2018 Annual General Meeting of Shareholders for consideration and approval of the amendment to Article 5 and Article 34 of the Articles of Association by removing existing wordings and replacing them with new wordings. It was also proposed to the shareholders’ meeting to approve the registration of such amended Articles of Association.

Notice of the 2018 Annual General Meeting of Shareholders Page 12 | 13 Voting This agenda, a resolution must be passed by 3/4 (three-fours) votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 9 Others matter (If any)

Please attend the meeting on Tuesday, April 24, 2018 at 14.00 hrs. at Nuntha Utayarn Samosorn (Opposite Thonburi Hospital) no. 64 Soi Issaraparp 44, Baanchanglor Sub-district, Bangkok Noi District, Bangkok 10700 The Company will start meeting registration from 12.30 hrs. onwards. Any shareholder, who is unable to attend the shareholders’ meeting, may appoint proxy or independent director of the Company as proxy to attend and vote on his or her behalf. Profile of independent directors are set out in Enclosure 4. Please complete and sign proxy form as set out in Enclosure 8 or download proxy form from http://www.thg.co.th. Please use only one applicable proxy form and, once completed, send the proxy form together with all required documents to the Company in advance before 23 April 2018. The Company has prepared stamp duty for proxies who register for attending the shareholders’ meeting.

Sincerely yours, Thonburi Healthcare Group Public Company

Dr. Boon Vanasin Chairman

Notice of the 2018 Annual General Meeting of Shareholders Page 13 | 13 Enclosure 2

Resume of the Auditor

NAME SUDWIN PANYAWONGKHANTI POSITION PARTNER TEL (66) 2344 1130 FAX (66) 2286 0500 EMAIL [email protected]

Education o Bachelors’ degree of Accounting, Chulalongkorn University. o Bachelors’ degree of Chinese Languages, Beijing Language and Culture University (北京语言大学) o Master degree Science of Information Technology, Chulalongkorn University.

Training and Vocational certificate o Member of Accounting Professions o Certified public accountant (CPA) o Certified public accountant approved by Securities and Exchange Commission (SEC)

Work Experience Since 1984, attend to work with PRICEWATERHOUSECOOPERS ABAS (PWC). Work experience in both Thailand and Hong Kong. At present take a position of partner in auditor of company and auditor many types of business. Include to auditor for Listed Companies in SE (stock exchange), Between 1993 - 1995 joined with Securicor group in Thailand. Enclosure 3

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

First Name – Last Name  Dr. Tanatip Suppradit

Age  51 years

Date of Appointment as Director  August 2015

Term of Directorship  2 years 10 months (up to the date of shareholders’ meeting)

Type of Director Nominated  Director

Educational Qualifications - Master Degree : Business Administration, Thammasat University - Bachelor’s Degree: Doctor of Medicine, Chulalongkorn University - Others : Surgery, The medical council of Thailand

Trainings Trainings by the Thai Institute of Directors (IOD): - Course Director Accreditation Program (DAP) Class 125 Year 2016

- Course How to Develop a Risk Management Plan (HRP) Class 11 Year 2016

Present positions at the Company

- 2015 – present Vice Chairman, Chairman of Executive Committee and Chief Operation Officer Group 4

Professional Experience (during the past 5 years)

• Other listed companies : None

• Other non-listed companies :

Period Position Company/Business Oct. 2017 - present Director Bumrungmuang Plaza Co., Ltd. 2016 - present Director Utaradit Thonburi Hospital Co., Ltd.

Director Thonburi Realty Development Co., Ltd. 2014 - present Director Thonburi Heart Center Co., Ltd

Director Premiere Home Health Care Co., Ltd.

Profile of Persons Nominated as Directors of the Company Page 1 of 10

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

• Competing business/business related to the Company’s business which may create conflict of interest with the Company : None

Shareholding in the Company : Yes (0.16%)

Family relationship with executives : None Legal dispute : None

Selection criterial and methods : Nominated by the Nomination and Remuneration Committee according to prescribed procedures and methods

Attendance in the year 2016

- Board of Directors’ meeting attendance : 8/8 times

- 2017 Annual General Meeting of Shareholders attendance : 1/1 times

- 2017 Extraordinary General Meeting of Shareholders attendance : 1/1 times

Profile of Persons Nominated as Directors of the Company Page 2 of 10

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

First Name – Last Name  Mr. Chalermkul Apibunyopas

Age  62 years

Date of Appointment as Director  May 1993

Term of Directorship  24 years 11 months (up to the date of shareholders’ meeting)

Type of Director Nominated  Director

Educational Qualifications

- Master’s Degree: Business Administration, Kasetsart University

- Bachelor’s Degree: Business Administration, Dhurakij Pundit University

Science Computer, University of Baltimore

- Other : Mini MBA in Health, Chulalongkorn University

Trainings

Trainings by the Thai Institute of Directors (IOD):

- Course Director Accreditation Program (DAP) Class 125 Year 2016

- Course Risk Management Program for Corporate Leaders (RCL) Class 7 Year 2017

Present positions at the Company - 2015 – present Member of Executive Director, Member of Risk Management Committee and Chief of Operating Officer Group 1 - 1993 – present Director

Professional Experience (during the past 5 years)

• Other listed companies : None

• Other non-listed companies :

Period Position Company/Business

1993 – Present Director of Hospital Thonburi 2 Hospital

Director Modular Software Expertise Co., Ltd.

2001 - 2017 Director of Hospital Thonburi Hospital

Profile of Persons Nominated as Directors of the Company Page 3 of 10

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

• Competing business/business related to the Company’s business which may create conflict of interest with the Company : None

Shareholding in the Company : Yes (0.06%)

Family relationship with executives : None Legal dispute : None

Selection criterial and methods : Nominated by the Nomination and Remuneration Committee according to prescribed procedures and methods

Attendance in the year 2016

- Board of Directors’ meeting attendance : 8/8 times

- 2017 Annual General Meeting of Shareholders attendance : 1/1 times

- 2017 Extraordinary General Meeting of Shareholders attendance : 1/1 times

- Subcommittee meetings’ Risk Management Committee : 1/1 times

Profile of Persons Nominated as Directors of the Company Page 4 of 10

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

First Name – Last Name  Mrs. Kannika Ngamsophee

Age  61 years

Date of Appointment as Director  29 April 2016

Term of Directorship  1 years 11 months (up to the date of shareholders’ meeting)

Type of Director Nominated  Director

Educational Qualifications

- Master’s Degree: Accounting, Thammasart University

Management, Sasin Graduate Institute of Business Administration, - Master’s Degree: Chulalongkorn University

- Bachelor’s Degree: Accounting (2nd Honors), Thammasart University Laws, Thammasart University

Trainings Trainings by the Thai Institute of Directors (IOD):

- Course Director Certification Program (DCP) Class 21 Year 2002

Present positions at the Company

- Feb. 2018 – present Chairman of Audit Committee

- 2016 – present Independent Director

Professional Experience (during the past 5 years)

• Other listed companies :

Period Position Company/Business

Independent Director and Chairman of Audit 2016 - present Scan Inter PCL. Committee

Independent Director and Member of Audit 2015 - present Global Green Chemical PCL. Committee

2016 - 2017 Advisor – Internal Control Improvement Siam Commercial Bank PCL.

2015 - 2016 First Executive Vice President – Head of Audit Group Siam Commercial Bank PCL.

2011 - 2015 First Executive Vice President – Chief First Audit and Siam Commercial Bank PCL. Compliance Office

Profile of Persons Nominated as Directors of the Company Page 5 of 10

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

• Other non-listed companies :

Period Position Company/Business

Nov. 2017 - present Director Bumrungmuang Plaza Co., Ltd.

Advisory of Monetary Policy Committee Bank of Thailand

Public Sector Audit Evaluation Committee Ministry of Administration Sep. 2017-present (PAEC) (government sector)

Premiere Home Health Care Co., Jun. 2017- present Director Ltd.

May. 2017- present Asset Management Committee Vajiravudh College 2016 - present Member of AC Social Securities Officer Independent Director, Member of Audit Thai Credit Guarantee Apr. – Oct. 2017 Committee and CG&CSR Corporation (TCG)

Independent Director and Sukhumvit Asset Management 2013 – 2017 Member of Audit Committee Co., Ltd. (SAM) Director and Chairman of Risk Management National Credit Bureau Co., Ltd. 2013 – 2015 Committee (NCB)

2009 - 2015 Director Vina Siam Bank, Vietnam Federation of Accounting 2011 – 2014 Director and Treasurer Professions

• Competing business/business related to the Company’s business which may create conflict of interest with the Company : None

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

Attendance in the year 2016

- Board of Directors’ meeting attendance : 7/8 times

- 2017 Annual General Meeting of Shareholders attendance : 1/1 times

- 2017 Extraordinary General Meeting of Shareholders attendance : 1/1 times

- Subcommittee meetings of Audit Committee : 9/9 times

Profile of Persons Nominated as Directors of the Company Page 6 of 10

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

First Name – Last Name  Mr. Virachai Srikajon

Age  65 years

Date of Appointment as Director  December 2015

Term of Directorship  2 years 4 months (up to the date of shareholders’ meeting)

Type of Director Nominated  Director

Educational Qualifications

- Master Degree: Business Administration, South Eastern University Washington D.C.

- Bachelor’s Degree: Engineering Mechanical Engineer, Kasetsart University

Trainings Trainings by the Thai Institute of Directors (IOD):

- Course Director Accreditation Program (DAP) Class 9 Year 2014

- Course Director Certification Program (DCP) Class 102 Year 2008

Present positions at the Company

- 2015 – present Independent Director, Member of Audit Committee and Chairman of Nomination and Remuneration

Professional Experience (during the past 5 years)

• Other listed companies :

Period Position Company/Business

1991 - present Independent Director and Member of AC Patkol PCL.

2011 - 2017 Independent Director and Member of AC Thai Storage PCL.

• Other non-listed companies :

Profile of Persons Nominated as Directors of the Company Page 7 of 10

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

Period Position Company/Business

Thailand Professional Qualification Institute 2012 - 2017 Director (Public Organization)

• Competing business/business related to the Company’s business which may create conflict of interest with the Company : None

Shareholding in the Company : Yes (0.02%)

Family relationship with executives : None Legal dispute : None

Selection criterial and methods : Nominated by the Nomination and Remuneration Committee according to prescribed procedures and methods

Attendance in the year 2016

- Board of Directors’ meeting attendance : 5/8 times

- 2017 Annual General Meeting of Shareholders attendance : 0/1 times

- 2017 Extraordinary General Meeting of Shareholders attendance : 1/1 times

- Subcommittee meetings of the Audit Committee : 7/9 times

- Subcommittee meetings of the Nomination and Remuneration Committee : 2/2 times

Profile of Persons Nominated as Directors of the Company Page 8 of 10

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

First Name – Last Name  Mr. Timothy Emen Lertsmitivanta

Age  50 years

Date of Appointment as Director  29 April 2016

Term of Directorship  1 years 11 months (up to the date of shareholders’ meeting)

Type of Director Nominated  Director

Educational Qualifications

- Bachelor’s Degree: Business Administration, Marketing, Washington State University, USA

Trainings Trainings by the Thai Institute of Directors (IOD):

- Course Director Accreditation Program (DAP) Class 135 Year 2017

Present positions at the Company

- 2015 – present Independent Director and Member of Nomination and Remuneration

Professional Experience (during the past 5 years)

• Other listed companies : None

• Other non-listed companies :

Period Position Company/Business

2008 - present Executive Director Oil R Us Co., Ltd.

2001 - present Founder and Shareholder WTHK Holding Co., Ltd.

2001 – 2010 Executive Director Goldimax Intertrade Co., Ltd.

• Competing business/business related to the Company’s business which may create conflict of interest with the Company : None

Shareholding in the Company : Yes (0.01%)

Profile of Persons Nominated as Directors of the Company Page 9 of 10

Profile of Persons Nominated as Directors of the Company For the 2018 Annual General Meeting of Shareholders

Family relationship with executives : None Legal dispute : None

Selection criterial and methods : Nominated by the Nomination and Remuneration Committee according to prescribed procedures and methods

Attendance in the year 2016

- Board of Directors’ meeting attendance : 6/8 times

- 2017 Annual General Meeting of Shareholders attendance : 0/1 times

- 2017 Extraordinary General Meeting of Shareholders attendance : 1/1 times

- Subcommittee meetings’ of the Nomination and Remuneration Committee : 1/2 times

Profile of Persons Nominated as Directors of the Company Page 10 of 10

Enclosure 4

Profile of Persons Nominated as Independent Directors Proxy

First Name – Last Name  Dr. Vikrom Koompirochana

Age  62 Years

Position  Independent Director

Educational Qualifications

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

Professional Experience (during the past 5 years)

• Other listed companies :

Period Position Company/Business 2015 – Present Chairman of Risk Management Committee MFC Asset Management PCL. 2014 – Present Independent Director, Member of Audit MFC Asset Management PCL. Committee, Member of the Nomination and Remuneration Committee 2014 – Present Member of the Corporate Governance Oishi Group PCL. Committee 2010 – Present Chairman of Board Country Group Development PCL. 2007 – Present Independent Director, Chairman of Audit Oishi Group PCL. Committee, Chairman of the Nomination and Remuneration Committee 2013 – 2016 Director, Chairman of the Corporate Bangchak Petroleum PCL. Governance Committee, Member of the Executive Committee 2012 – 2016 Chairman of the Audit Committee, Chairman Securities and Exchange of the Nomination and Remuneration Commission (SEC) Committee, Member of the Corporate Governance Committee

• Other non- listed companies :

Period Position Company/Business

2010 – Present Chairman Sport and Recreation Management Co., Ltd. Honorary Advisor British Chamber of Commerce 2013 – 2014 Director Unilever Co., Ltd.

Profile of Persons Nominated as Independent Directors Proxy Page 1 of 2

Profile of Persons Nominated as Independent Directors Proxy

First Name – Last Name  Mrs. Kannika Ngamsophee

Age  61 Years

Position  Independent Director and Chairman of Audit Committee

Professional Experience (during the past 5 years)

• Other listed companies :

Period Position Company/Business

Independent Director and Chairman of Audit 2016 - present Scan Inter PCL. Committee 2015 - present Independent Director and Member of Audit Committee Global Green Chemical PCL. 2016 - 2017 Advisor – Internal Control Improvement Siam Commercial Bank PCL.

2015 - 2016 First Executive Vice President – Head of Audit Group Siam Commercial Bank PCL. 2011 - 2015 First Executive Vice President – Chief First Audit and Siam Commercial Bank PCL. Compliance Office

• Other non-listed companies :

Period Position Company/Business

Nov. 2017 - present Director Bumrungmuang Plaza Co., Ltd. Advisory of Monetary Policy Committee Bank Of Thailand Public Sector Audit Evaluation Committee Ministry of Administration Sep. 2017-present (PAEC) (government sector)

Jun. 2017- present Director Premiere Home Health Care Co., Ltd.

May. 2017- present Asset Management Committee Vajiravudh College 2016 - present Member of AC Social Securities Officer Independent Director, Member of Audit Thai Credit Guarantee Corporation Apr. – Oct. 2017 Committee and CG&CSR (TCG)

Independent Director and Sukhumvit Asset Management Co., Ltd. 2013 – 2017 Member of Audit Committee (SAM) Director and Chairman of Risk 2013 – 2015 National Credit Bureau Co., Ltd. (NCB) Management Committee 2009 - 2015 Director Vina Siam Bank, Vietnam

2011 – 2014 Director and Treasurer Federation of Accounting Professions

Profile of Persons Nominated as Independent Directors Proxy Page 2 of 2

Enclosure 5

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

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

(1) Documents or evidences required before attending the Meeting

A. For a Natural Person

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

B. For a Juristic Person

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

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

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Enclosure 5

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

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

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

(2) Proxy procedures

Three types of Proxy Forms (Enclosure 5), Shareholders (natural person, institution, or juristic person) who cannot attend this Meeting in person can appoint proxy holders by the following methods:

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

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Enclosure 5

(3) Provisions in casting the vote

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

A. In voting each agenda item, the Company’s staff will collect the voting cards only for those who cast Disagree or Abstain. Except for the voting in Agenda :To consider appointing the Company’s directors to replace those who are due to retire by rotation, the Company’s staff will collect the voting cards from every shareholders or proxies who attend the meeting and have the right to vote by collecting all the voting cards of “Agree”, “Disagree” or “Abstain”. B. In case of no shareholder casting Disagree or Abstain (depending on each case), it is considered that the meeting unanimously resolved to approve any matter as proposed. C. Voting in case of the proxy and the shareholders indicate their votes in the proxy form, the Company will take those voting record as part of vote casting and will be counted in the voting process upon the proxy receipt. D. In case of equality of votes, the Chairman of the meeting shall be entitled to a final casting vote. E. The resolution of the shareholders meeting must consist of the following votes: • In normal case, the majority vote is considered the meeting’s resolution. • In other cases, such as where required by law or the Company’s Articles of Association that the resolution be made in accordance with the requirements of the law or the Company’s Article of Association, the shareholders will be informed before casting votes on each agenda. However, provisions of resolution required for each agenda has been provided for shareholders’ acknowledgement in the Invitation to the 2018 Annual General Meeting of Shareholders as well.

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Enclosure 6

ARTICLES OF ASSOCIATION IN RELEATION TO THE SHAREHOLDERS’ MEETING

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

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

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

Page 1 of 4

Shareholders’ meetings, other than those specified above, shall be called the extraordinary meeting. The Board of Directors may summon an extraordinary meeting whenever it deems appropriate. The shareholders holding shares in aggregate of not less than 1/5 (one-fifths) of the total number of shares sold, or no less than 25 (twenty-five) shareholders holding shares in aggregate of not less than 1/10 (one-tenths) of the total number of shares sold, may, at any time, subscribe their names in a letter requesting the Board of Directors to call an extraordinary meeting, provided that they must clearly state the reasons for such request in the said letter. In this case, the Board of Directors shall convene the shareholders meeting within 1 (one) month from the date of receipt of such letter. Article 35 In summoning the shareholders meeting, the Board of Directors shall prepare a written notice of the meeting specifying the place, date, time, agenda of the meeting and the matters to be proposed to the meeting together with reasonable details by explicitly indicating whether they are matters proposed for acknowledgement, for approval or for consideration, including the opinions of the Board of Directors on the said matters, and shall send the same to the shareholders and the registrar for their information no less than 7 (seven) days prior to the date of the meeting. The notice of the meeting shall also be published in a newspaper at least 3 (three) days prior to the date of the meeting for 3 (three) consecutive days. Article 36 In every shareholders meeting there shall be shareholders and proxies (if any) attending the meeting amounting to not less than 25 (twenty-five) persons or not less than 1/2 (half) of the total number of shareholders, holding in aggregate of not less than 1/3 (one-thirds) of the total number of shares sold, in order to constitute a quorum. At any shareholders meeting, if 1 (one) hour has passed beyond the fixed time for the meeting and the number of shareholder’s present is inadequate to constitute a quorum as specified, and if such shareholders’ meeting was convened pursuant to a request of the shareholders, such meeting shall be cancelled. If such shareholders meeting was not convened pursuant to the request of the shareholders, the meeting shall be summoned once again and the notice summoning such meeting shall be delivered to shareholders not less than 7 (seven) days before the date of the meeting. In the subsequent meeting, a quorum is not required. Article 37 In the shareholders’ meeting, a shareholder can proxy other person to attend the meeting and vote on behalf of a shareholder The proxy shall be made in writing and signed by a shareholder and in accordance with the form as specified by the Public Company Registrar, the details shall include the followings: (a) Number of shares held by a shareholder;

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

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

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

Article 56 The auditor shall be appointed by the Annual General Meeting of shareholders and the Auditor whose term has been expired, can be reappointed. Article 57 The auditor’s compensation shall be determined by the shareholders’ meeting.

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

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Enclosure 7

Map of the Annual General Meeting Nuntha Utayarn Samosorn (Opposite Thonburi Hospital)

Nuntha Utayarn Samosorn Enclosure 8

PROXY FORM A According to Regulation of Department of Business Development

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

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

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

As a Shareholder of Thonburi Healthcare Group Public Company

Holding a total amount of ...... shares, and is entitled to cast...... votes

Ordinary share...... shares, and is entitled to cast...... votes Preferred share...... shares, and is entitled to cast...... votes

2. A Shareholders of Thonburi Healthcare Group PCL. holding the total amount of ………… Shares with the voting rights of ……………… Votes

3. Hereby appoint (May grant proxy to the Company’s Independent Director of which details as shown in Enclosure 4) (1) Name...... Age ...... Year Residing at No...... Road ...... Sub District ...... District ...... Province...... Post Code...... or

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

(5) Assign a proxy to the Independent Director Mrs. Kannika Ngamsophee Age 61 Years Residing at No. 518 Road Khampangphet 2 Sub District Chatujak . District Chatujak Province Bangkok Post Code 10900 … .

PROXY FORM A Page 1 of 2

Just only one as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Shareholders 2018 on 24 April, 2018 at 14.00 hrs. at Nuntha Utayarn Samosorn (Opposite Thonburi Hospital) no. 64 Soi Issaraparp 44, Baanchanglor Sub-district, Bangkok Noi District, Bangkok 10700 or on such other date and at such other place as may be adjourned or changed.

Signed ...... Grantor ( )

Signed ...... Proxy ( )

Remarks: The Shareholder appointing the Proxy must authorize only one proxy to attend and vote at the meeting and shall not allocate the number of shares to several proxies to vote separately.

PROXY FORM A Page 2 of 2 Enclosure 8

Duty Stamp 20 Baht Proxy Form B ......

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

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

As a Shareholder of Thonburi Healthcare Group Public Company Holding a total amount of ...... shares, and is entitled to cast...... votes Ordinary share...... shares, and is entitled to cast...... votes Preferred share...... shares, and is entitled to cast...... votes

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

(4) Assign a proxy to the Independent Director Mr. Vikrom Koompairochana Age 62 Years Residing at No. 518 Road Khampangphet 2 Sub District Chatujak . District Chatujak Province Bangkok Post Code 10900 or (5) Assign a proxy to the Independent Director Mrs. Kannika Ngamsophee Age 61 Years Residing at No. 518 Road Khampangphet 2 Sub District Chatujak . District Chatujak Province Bangkok Post Code 10900 .

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

Agenda 2 To acknowledge the annual report and the Board of Directors’ report regarding the Company’s performance of the year 2017

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

Agenda 3 To consider and approve the financial statements for the year ending 31 December 2017 (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

Agenda 4 To consider and approve the profit allocation and the dividend payment for the year 2017 (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

Agenda 5 To consider and approve the appointment of the auditor for the year 2018 and the determination of the auditor’s compensation for the accounting period ending 31 December 2018 (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

Agenda 6 To consider and approve the appointment of directors in replacement of those who retire by rotation (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain The election and appointment of individual director(s) as follows: (1) Mr. Virachai Srikajon Approve Not approve Abstain (2) Dr. Tanatip Suppradit Approve Not approve Abstain

(3) Mr. Chalermkul Apibunyopas Approve Not approve Abstain

(4) Mrs. Kannika Ngamsophee Approve Not approve Abstain

(5) Mr. Timothy Emen Lertsmithivanta Approve Not approve Abstain

Agenda 7 To consider and approve the determination of compensation of the Board of Directors and the sub-committee

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

(B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

Agenda 8 To consider and approval the articles of association of the Company (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

Agenda 9 Other mattes (If any) (A) The proxy holder is entitled to consider and vote on my/our behalf as deem appropriate.

(B) The proxy holder shall vote in accordance with my/our intention as follows: Approve Not approve Abstain

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

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

Signed ...... Grantor

Signed ...... Proxy

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

Annex to Proxy (Form B)

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

At the 2018 Annual General Meeting of shareholder on Tuesday April 24th ,2018 at 14.00 hrs. at Nuntha Utayarn Samosorn (Opposite Thonburi Hospital) no. 64 Soi Issaraparp 44, Baanchanglor Sub-district, Bangkok Noi District, Bangkok 10700 or the any adjournment thereof to any other date, time and venue. ------

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