Bangkok Dusit Medical Services Public : Minutes of Annual General Meeting of Shareholders for the Year 2022

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Minutes of the 2022 Annual General Meeting of Shareholders

Bangkok Dusit Medical Services Public Company Limited (the "Company")Date, time, and venue:

The Meeting was held on 12 April 2022, 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.

  Director and Founder

• 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. Predee Daochai

  Independent Director and Chairman of the Nomination and Remuneration Committee

• 9. Mr. Sripop Sarasas

Director / Member of the Risk Management Committee / Member of the Corporate Governance Committee and Chief Administrative Officer

10.

Mr. Kan Trakulhoon

Independent Director

• 11. Mr. Thongchai Jira-alongkorn

  Director and CommitteeMemberoftheExecutive

• 12. Mr. Att Thongtang

  Director

• 13. Mr. Puttipong Prasarttong-Osoth

  Director

• 14. Mr. Chairat Panthuraamphorn, M.D.

  Director / Member of the Executive Committee and Chief Operating Officer

• 15. Mr. Subhak Siwaraksa, Ph.D.

  Independent Director and Member of the Risk Management Committee

• 16. Mr. Veerathai Santiprabhob, Ph.D.

Independent Director and Member of the Audit Committee

Directors attending the meeting via electronic means:

1.

Mr. Pradit Theekakul

Directors absent:

1.

Mr. Arsa SarasinDirector / Chairman of the Risk Management Committee and Member of the Corporate Governance CommitteeIndependent Director (on a mission)There were 17 directors attending the Meeting, out of a total of 18 directors, representing 94.44% of the total number of directors.

Attendees:

• 1. Ms. Kessara Wongsekate

  Vice President and Company Secretary

• 2. Mrs. Wannapa Pavavech

  Assistant Chief Financial Officer, Accounting

• 3. Ms. Ajaya Intaraprasong

  Assistant Vice President, Investor Relations

• 4. Ms. Siripat Phaisuwat, Ph.D.

Auditors from EY Office Limited:

• 1. Mr. Wichart Lokatekrawee

  Assistant Innovation Director

  Partner

• 2. Mr. Samran Taengcham

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 1,831 shareholders attending the Meeting in person and by proxy, representing 11,106,913,669 ordinary shares, equivalent to 69.89% of the total number of paid-up and issued shares. 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, unless otherwise prescribed by law, the presence of no fewer than 25

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 2022 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) To minimize the risk in relation to Coronavirus 2019 (COVID-19), the Company asks shareholders to wear masks at all times throughout the Meeting, and the Company did not prepare microphones for shareholders to ask questions. A shareholder who would like to ask a question is required to write it on the paper provided, 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 Chairman. 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 Thanapan Pachimsawat, a legal advisor from Weerawong, Chinnavat & Partners Limited, to act as the voting inspector.

The Chairman then informed the Meeting that, in preparation for this 2022 Annual General Meeting of Shareholders, from 1 December 2021 to 14 January 2022, 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 2021 performance

The Chairman assigned Miss Poramaporn Prasarttong-Osoth, M.D., the President, to inform the Meeting of the Company's performance during the year 2021.

Miss Poramaporn Prasarttong-Osoth, M.D., the President, presented to the Meeting an overview of the performance of the Company during the year 2021. The important details are summarized as follows:

Overview of the Company

• ● Presently, the Company has a hospital business with a total of 53 hospitals in its network, and with a total of approximately 8,200 hospital beds. There are approximately 11,000 doctors and 7,000 nurses. Furthermore, the Company has established 11 Centers of Excellence in the Company's network hospitals in each region, including the Kingdom of Cambodia.

• ● In the year 2021, TRIS Rating affirmed the Company rating at "AA" with a "Stable" outlook. In addition, the Company has been selected as a member of the Dow Jones Sustainability Indices (DJSI) -Emerging Markets for 2021, as well as chosen to be in the list of Thailand Sustainability Investment (THSI) in the service sector for the year 2021, which is the second consecutive year, by the Stock Exchange of Thailand.

  ●

  The Company's network hospitals consist of Bangkok Hospital group, Samitivej Hospital group, Phyathai Hospital group, Paolo Hospital group, BNH Hospital, and Royal Hospital group, which are hospitals in the Kingdom of Cambodia.

• ● The Company also operates other non-hospital businesses, which are BDMS Wellness Clinic, A.N.B. Laboratories Co., Ltd. (a manufacturer and distributor of saline solution), The Medicpharma Co., Ltd. (a drug manufacturer and distributor), and Save Drug pharmacy.

Collaboration in the midst of the COVID-19 Disease outbreak

• ● In 2021, the Company collaborated with the government and the private sector in treating and preventing the spread of COVID-19 by vaccinating people more than 4,000,000 doses of the vaccine provided by the government and the private sector. The Company was able to conduct an RT-PCR and ATK test for COVID-19 over 10,000 times a day. Additionally, there were alternative hospitals (Hospitels), for which the Company provides services with various hotels to supply approximately 6,000 beds, and there were approximately 2,300 beds to treat COVID-19 patients in hospitals (Cohort Wards).

• ● In partnership with the Vejdusit Foundation and the Royal Thai Air Force, the Company established the BDMS field hospital, the Royal Thai Air Force Stadium (Thupatemi) to provide treatment for covid-19 patients in the yellow level. When the situation has been handled, the aforementioned field hospital and medical equipment were handed over to the Royal Thai Air Force in October 2021 for continued use in caring for the people.

Operating strategy

• ● The Company prioritizes service recipients in all groups with a policy of setting reasonable prices (Value-based pricing) as well as strengthens relationships with and provides services to various insurance companies, the National Health Security Office (NHSO), and the Comptroller General's Department.

• ● The Company develops innovations to provide "Smart Healthcare" by integrating technology and innovation as an important part to enhance medical services (Digital Health), doing marketing through digital media or electronic devices (Digital Marketing), and developing software applications to facilitate the use of mobile devices (Mobile Applications) in connection with healthcare services, as well as modernizing various hospital systems.

• ● The Company emphasizes a medical strategy, focusing on its leading hospitals as Centers of Excellence. The BDMS Genomic Center has been established with the objective of developing a comprehensive individual genetic testing. In addition, there is a co-management of the Company's procurement system among all the network hospitals. All of these has been accomplished by cooperation of doctors, nurses, and support teams, as well as by managing all of the medical devices for maximum benefit.