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.