Ref: SET 63/04

4 March 2020

Subject:

Notification of resolutions setting forth additional agenda items to the

General Meeting of Shareholders No. 27 in year 2020 pertaining to the

amendments to the Company's objectives and Articles of Association

To:

President

The Stock Exchange of Thailand

Bumrungrad Hospital Public Company Limited hereby reports the following resolutions adopted at the Board of Directors Meeting No. 2/2020, held on 4 March 2020:

  1. Proposed amendment to article 30 of the Company's Articles of Association to be as follows:
    Article 30. At all meetings of the Board of Directors, a quorum shall consist of at least half of the number of directors. If there is no Chairman, or if he is unable to perform his duty, the Vice Chairman shall act as a Chairman. If there is no Vice Chairman, or if he is unable to perform the duty, the directors present may elect one of the other directors in attendance at the meeting to be the Chairman of meeting.
    All resolutions shall require more than half of the votes of the directors who attend the meeting. One director shall have one vote. A director shall not vote for the matter he has conflict of interest. The Chairman of meeting shall have a casting vote in case of equality of votes.
    The Board of Directors may hold a meeting via electronic means according to the applicable laws.
  2. Proposed amendment to clause 3 of the Company's Memorandum of Association pertaining to Company's objectives by adding the following businesses:
    1. To import, export, procure, manufacture, wholesale and retail sales of medicines for the curing and prevention of disease in humans and animals, pharmaceutical products, food supplement, all kinds of food and drink, food with special purposes, cosmetics, medical supplies, chemical products, hazardous substances, medical device and pharmaceutical equipment, as well as scientific equipment and

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appliances, including fertilizers, herbicides and pesticides, all kinds of growth agents for plants and animals.

    1. To carry on the business of direct sale and direct market of the goods and services stipulated in the objectives or in connection with the business stipulated in the objectives.
    2. To purchase and sell goods or to provide services by electronic means via internet network.
  1. Proposed to change the record date for determining the shareholders who are entitled to receive dividend and to attend the General Meeting of Shareholders No. 27 in year 2020 from 16 March 2020 to 27 March 2020.

The above proposal shall be subject to approval of the General Meeting of Shareholders No. 27 in year 2020, the agenda items of which shall therefore be as follows:

The General Meeting of Shareholders No. 27 in year 2020 shall be held on Wednesday, 29 April 2020 at 2:00 p.m. at the main conference room, 21st floor, Bumrungrad International Clinic Building, 33 Soi 3 (Nana Nua) Sukhumvit Road, Khlong Toei Nua, Vadhana, Bangkok, to consider the following agendas:

  1. To adopt the minutes of General Meeting of Shareholders No. 26 in year 2019;
  2. To acknowledge the Board of Directors' report on Company's operation in year 2019;
  3. To consider and approve the audited financial statements for the year ending on 31 December 2019;
  4. To consider and approve payment of dividend for the year 2019 at the rate of Baht 3.20 per share, totaling Baht 2,336 million, and to acknowledge the payment of interim dividend took place during the year; the Company paid an interim dividend of Baht 1.15 per share, totaling Baht 839 million, on 5 September 2019. The remaining dividend of Baht 2.05 per share, totaling Baht 1,497 million (for an operating period from 1 July 2019 to 31 December 2019) will be paid to the holders of preferred shares and ordinary shares whose names existed on the record date which is fixed on 27 March 2020. The dividend, payable out of net profits taxable at the rate of 20 percent, will be paid on 8 May 2020. The rights to

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receive dividend shall be subject to approval of the General Meeting of Shareholders;

5. To consider and approve the election of directors in place of the directors who retire by rotation, namely

1.

Dr. Suvarn Valaisathien

Vice Chairman

2.

Ms. Sophavadee Uttamobol

Independent Director and

Chairperson and Audit Committee

3.

Mr. Chong Toh

Member of Investment Committee

and Nomination and Remuneration

Committee

4.

Mr. Bernard Charnwut Chan

Director

The Board of Directors agreed to propose the re-election of the following three directors:

1.

Ms. Sophavadee Uttamobol

Independent Director and

Chairperson and Audit Committee

2.

Mr. Chong Toh

Member of Investment Committee

and Nomination and Remuneration

Committee

3.

Mr. Bernard Charnwut Chan

Director

The Board of Directors agreed to propose the appointment of Mr. Anon Vangvasu as director in place of Dr. Suvarn Valaisathien who will retire by rotation.

  1. To consider and approve the remuneration of the Board of Directors and Committee members for the year 2020 to be not exceeding Baht 22.2 million;
  2. To consider and approve the appointment of Miss Vissuta Jariyathanakorn, Certified Public Account No. 3853, Miss Sumalee Reewarabandith, Certified Public Account No. 3970, and Miss Kosum Cha-em, Certified Public Account No.6011 of EY Office Limited as the Company's auditors for the year 2020 and to fix their remuneration in an amount not exceeding Baht 3,100,000;

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  1. To consider and approve amendment to clause 3 of the Company's Memorandum of Association pertaining to Company's objectives by adding the following businesses:
    1. To import, export, procure, manufacture, wholesale and retail sales of medicines for the curing and prevention of disease in humans and animals, pharmaceutical products, food supplement, all kinds of food and drink, food with special purposes, cosmetics, medical supplies, chemical products, hazardous substances, medical device and pharmaceutical equipment, as well as scientific equipment and appliances, including fertilizers, herbicides and pesticides, all kinds of growth agents for plants and animals.
    2. To carry on the business of direct sale and direct market of the goods and services stipulated in the objectives or in connection with the business stipulated in the objectives.
    3. To purchase and sell goods or to provide services by electronic means via internet network.
  2. To consider and approve the amendment to clause 4 of the Company's Memorandum of Association, to be in line with the decrease in number of preferred shares as a result of the conversion of preferred shares to ordinary shares;
  3. To consider and approve the amendment to article 30 of the Company's Articles of Association to be in accordance with the attachment.
  4. Other business, if any.

The record date for determining the shareholders who are entitled to receive dividend and to attend the General Meeting of Shareholders No. 27 in year 2020 be fixed on Friday, 27 March 2020.

Please be informed accordingly.

Yours Faithfully,

(Mrs. Linda Lisahapanya)

Managing Director

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Current version

New version

Article 30. At all meeting of the Board of Directors, a quorum shall consist of at least half of the number of directors. If there is no Chairman, or if he is unable to perform his duty, the Vice Chairman shall act as a Chairman. If there is no Vice Chairman, or if he is unable to perform the duty, the directors present may elect one of the other directors in attendance at the meeting to be the Chairman of meeting.

All resolutions shall require more than half of the votes of the directors who attend the meeting. One director shall have one vote. A director shall not vote for the matter he has conflict of interest. The Chairman of meeting shall have a casting vote in case of equality of votes.

Article 30. At all meeting of the Board of Directors, a quorum shall consist of at least half of the number of directors. If there is no Chairman, or if he is unable to perform his duty, the Vice Chairman shall act as a Chairman. If there is no Vice Chairman, or if he is unable to perform the duty, the directors present may elect one of the other directors in attendance at the meeting to be the Chairman of meeting.

All resolutions shall require more than half of the votes of the directors who attend the meeting. One director shall have one vote. A director shall not vote for the matter he has conflict of interest. The Chairman of meeting shall have a casting vote in case of equality of votes.

The Board of Directors may hold a meeting via electronic means according to the applicable laws.

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Bumrungrad Hospital pcl published this content on 04 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2020 16:22:03 UTC