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Minutes of the 2023 Annual General Meeting of Shareholders Bangkok Dusit Medical Services Public Company Limited (the "Company")

Date, time, and venue:

The Meeting was held on 7 April 2023, at 13:30, at His Royal Highness Crown Prince Maha Vajiralongkorn Ballroom, 3rd Floor, Royal Golden Jubilee Building, Soi Soonvijai (Soi Petchburi 47), New Petchburi Road, Huai Khwang District, Bangkok.

Directors in attendance:

1.

Professor Emeritus Santasiri Sornmani, M.D.

Chairman of the Board of Directors

2.

Mr. Chuladej Yossundharakul, M.D.

Vice Chairman of the Board of Directors/

Member of Executive Committee/ Member of the

Nomination and Remuneration Committee

3.

Mr. Prasert Prasarttong-Osoth, M.D.

Founder and Director

4.

Miss Poramaporn Prasarttong-Osoth, M.D.

President and Chairperson of the Executive

Committee

5.

Mrs. Narumol Noi-am

Director / Member of the Executive Committee /

Member of the Risk Management Committee /

Senior Executive Vice President and Chief

Financial Officer

6.

Mr. Weerawong Chittmittrapap

Independent Director /Chairman of the Corporate

Governance Committee and Member of the Audit

Committee

7.

Mr. Chavalit Sethameteekul

Independent Director / Chairman of the Audit

Committee and Member of the Nomination and

Remuneration Committee

8.

Mr. Pradit Theekakul

Director / Chairman of the Risk Management

Committee and Member of the Corporate

Governance Committee

9.

Mr. Predee Daochai

Independent Director and Chairman of the

Nomination and Remuneration Committee

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10.

Mr. Sripop Sarasas

Director / Member of the Risk Management

Committee / Member of the Corporate Governance

Committee and Chief Administrative Officer

11.

Mr. Kan Trakulhoon

Independent Director

12.

Mr. Thongchai Jira-alongkorn

Director and Member of the Executive Committee

13.

Mr. Att Thongtang

Director

14.

Mr. Puttipong Prasarttong-Osoth

Director

15.

Mr. Chairat Panthuraamphorn, M.D.

Director / Member of the Executive Committee

and Chief Operating Officer

16.

Mr. Subhak Siwaraksa, Ph.D.

Independent Director and Member of the Risk

Management Committee

17.

Mr. Veerathai Santiprabhob, Ph.D.

Independent Director and Member of the Audit

Committee

There were 17 directors of the Company, all of which attended the meeting, representing 100.00 percent of the total number of directors.

Attendees:

1.

Miss Kessara Wongsekate

Vice President and Company Secretary

2.

Mrs. Wannapa Pavavech

Assistant Chief Financial Officer, Accounting

3.

Miss Ajaya Intaraprasong

Assistant Vice President, Investor Relations

4.

Mr. Tavorn Leelaphorn

Assistant Vice President, Legal Department

Auditors from EY Office Limited:

1.

Mr. Wichart Lokatekrawee

Partner

2.

Mr. Chawalit Chaluayampornbut

Partner

Legal advisor from Weerawong, Chinnavat & Partners Ltd.:

1. Miss Pratumporn Somboonpoonpol

Senior Associate

Preliminary proceedings:

Miss Kessara Wongsekate, the Company Secretary, informed the Meeting that there were 1,852 shareholders attending the Meeting in person and by proxy, representing 10,325,843,486 ordinary shares, equivalent to 64.97% of the total number of paid-up and issued shares of the Company. A quorum was thus constituted in accordance with Article 33 of the Articles of Association of the Company, which provides that, at a shareholders' meeting, the presence of no fewer than 25

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shareholders and/or proxies appointed by shareholders that hold shares amounting to no less than one- third of the total number of sold shares in aggregate, is required to constitute a quorum.

Professor Emeritus Santasiri Sornmani, M.D., the Chairman of the Board of Directors, who presided as the Chairman of the Meeting (the "Chairman"), declared the 2023 Annual General Meeting of Shareholders duly convened and introduced the directors, executives of the Company, and external attendees, who were representatives of the auditor and the legal advisor of the Company. The Chairman then delegated Miss Kessara Wongsekate, the Company Secretary, to inform the Meeting of the procedures for casting votes, as follows:

Miss Kessara Wongsekate, the Company Secretary, explained that, to ensure that the Meeting complied with the principles of good corporate governance, for the voting part of the Meeting, the Company would explain the procedures for voting and the counting of votes, as set out below.

  1. With regard to voting in the Meeting, a shareholder will have a number of votes equivalent to the number of shares he/she/it holds in the Company, whereby one share is equivalent to one vote.
  2. In the interests of expediting the process for each agenda item, with respect to voting in each agenda item, the Company will ask if any shareholder/representative wishes to vote 'against' or to abstain from voting, and request such shareholder/representative to mark under
    'against' or 'abstain' on his/her ballot card and raise his/her hand to signal to the staff to collect the relevant ballot card for the purpose of vote counting. In vote counting, the Company will deduct both the votes cast against or in abstention of an agenda item from the total number of votes, and the remaining number will be treated as the total number of votes of approval for that agenda item.
    Agenda Item 4 deals with the appointment of directors in replacement of the directors who are due to retire by rotation. To be in compliance with the best practices in convening shareholders' meetings, the voting on this agenda item will be carried out on an individual basis. With regard to the counting of votes for the election of each director, the Company will deduct the number of ballots with a vote cast against or in abstention from the total number of votes. The remaining votes shall be considered as the total number of votes in favor of this agenda item. For the purpose of transparency, the Company shall collect all ballot cards after the vote casting on the appointment of the last director. In the interest of convenience and expediency, the Company's staff will collect the ballot cards from the shareholders attending the Meeting.
  3. A ballot that is filled in with more than one mark in the space provided; or a ballot that casts a vote expressing a conflict of intent; or a ballot with a vote that has been crossed out without a signature thereon; or a ballot on which there are votes cast in excess of the permitted number of votes on a ballot, shall be considered invalid.
    If a shareholder wishes to correct his/her vote on the voting ballot, the shareholder should cross out the existing vote on the voting ballot and affix his/her signature thereto. Any vote cast in a different manner from that which is specified above shall be considered void.
  4. A shareholder or a proxy who wishes to leave the Meeting before the Meeting is adjourned is requested to submit his/her voting ballot to the staff, in advance, before he/she leaves the meeting room. The Company will deduct the number of shares of such a shareholder, attending the Meeting in person or by proxy, from the quorum.
  5. The Company asks shareholders to wear masks at all times throughout the Meeting. A shareholder who would like to ask a question is required to write it on the paper provided,

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specifying his/her first and last name and indicating whether he/she is a shareholder or a proxy, and send it to the Company's staff for it to be passed to the Company Secretary. If there is a question in respect of an agenda item of the Meeting and concerning the Company's operations which is not responded to during the Meeting, the Company will record the question, the answer, and the name of the person who asked the question, in the minutes of the Meeting.

To ensure that the Meeting was conducted in compliance with good corporate governance principles, the Company delegated Miss Suwadee Buppunhasmai, from Weerawong, Chinnavat & Partners Limited, to act as the voting inspector.

The Chairman then informed the Meeting that, in preparation for this 2023 Annual General Meeting of Shareholders, from 1 December 2022 to 14 January 2023, the Company gave the shareholders the opportunity to propose matters that would be beneficial and appropriate as agenda items in advance of this Meeting, as well as to nominate a person who is knowledgeable, competent, and qualified for appointment as a director. The guidelines for proposing such additional matters were posted on the Company's website. By the end of the given period, no shareholder had proposed any matter in advance for the Board of Directors to consider and add to the list of agenda items for this Meeting, and there was no nomination of other qualified persons for appointment as directors. Thereafter, the Chairman proceeded with the Meeting in accordance with the following agenda items.

Agenda Item 1: To acknowledge the Company's 2022 performance

The Chairman assigned Miss Poramaporn Prasarttong-Osoth, M.D., the President, to inform the Meeting of the Company's performance during the year 2022.

Miss Poramaporn Prasarttong-Osoth, M.D., the President, presented to the Meeting an overview of the performance of the Company during the year 2022. The important details are summarized as follows:

Overview of the Company

  • Presently, the Company ("BDMS") has 57 hospitals in its hospital network, with a total of approximately 8,400 hospital beds, operating under six major brands, which consist of Bangkok Hospital, Samitivej Hospital, Phyathai Hospital, Paolo Hospital, BNH Hospital, and Royal Hospital, which are hospitals in the Kingdom of Cambodia. In all of these hospitals, 14 of which are hospitals with BDMS Centers of Excellence.
  • At the end of 2022, the BDMS group had approximately 11,000 doctors, 9,000 nurses and 24,000 employees.
  • Furthermore, the Company also has other businesses related to hospital businesses and health services, which are National Healthcare Systems Co., Ltd., A.N.B. Laboratories Co., Ltd., The Medicpharma Co., Ltd., SAVE DRUG pharmacy, BDMS Wellness Clinic and BDMS Wellness Resort.
  • In the year 2022, TRIS Rating Co., Ltd. (TRIS) upgraded the Company's credit rating from "AA" to "AA+" with a "Stable" outlook. In addition, the Company was proud to have been selected as a member of the Dow Jones Sustainability Indices (DJSI) - Emerging Markets for two consecutive years, whereby the Company is the first hospital in Thailand and Asia Pacific to be designated as a member of the DJSI.

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Overview of the operating strategies

BDMS has planned operating strategies in 4 areas: Customer Base Expanding, Product and Service Development, Development of Healthcare Innovations, and Sustainable Services. The details are summarized as follows:

Customer Base Expanding

  • The Company focuses on expanding its customer base to support the increasing number of foreign patients after the border reopening. Moreover, the Company also focuses on building relationships with third party payors such as insurance companies, corporate customers, as well as expanding the service base to more patients in the health insurance group. In 2022, the Company was able to increase the proportion of patients in the health insurance group to 33 percent, which supports the
    Company's sustainable growth.
  • The Company plans to increase the number of social security patients and expand its service base to the elderly (Silver Age) group, both Thai and foreigners, which will continuously increase. At present, the Company takes care of approximately 760,000 social security insurers in 9 hospitals, namely Phyathai Sriracha Hospital, Paolo Hospital Chokchai 4, Paolo Hospital Kaset, Paolo Hospital Samutprakan, Paolo Hospital Phrapradaeng, Phyathai Nawamin Hospital, Dibuk Hospital, Tepakorn Hospital, and Bangkok Hospital Surat.

Product and Service Development

  • The BDMS group has operated the Center of Excellence for many years, with an increasing number of hospitals and departments providing more excellent services. At present, the Company has Center of Excellence in 14 hospitals, emphasizing 5 groups of diseases that are the leading causes of death or disability, namely heart, cancer, brain, bone, and accidents. In the past year, The Center of Excellence had revenue in the proportion of 53 percent of the Company's total revenue and 55 percent of the EBITDA contribution.
  • In addition to medical treatment, the Company focuses on promoting preventive care and rehabilitation, In this regard, there are three major projects, two of which are currently in operation, namely BDMS Wellness Clinic and BDMS Wellness Resort. The ongoing project is BDMS Silver Wellness & Residence.
  • Furthermore, the Company also prioritizes providing health services to all groups of customers through its policy in value-based pricing.

Development of Healthcare Innovation

  • What will promote the Company's business for further progress is healthcare innovation. The Company has been promoting a service called Smart Healthcare, which is available in the forms of hospital and services outside of hospital, including Telehealth and new applications of the network hospitals.
  • The Company has developed an E-claim system that collaborates with insurance companies to provide the insured patients with convenient, fast, and accurate services. In addition, E-billing and E-payment, which are collection and payment systems, will help facilitate the insurance companies and provide more convenience to the customers.

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Bangkok Dusit Medical Services pcl published this content on 21 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2023 09:49:02 UTC.