(-Translation-)

Minutes of the 2024 Annual General Meeting of Shareholders

Bangkok Dusit Medical Services Public Company Limited (the "Company")

Date, time and venue:

The Meeting was held on 5 April 2024, at 13:30 hours, through electronic means in accordance with the Emergency Decree on Electronic Meetings B.E. 2563. The Meeting was broadcasted from 7th floor, Conference Room, Rehabilitation Building, Bangkok Hospital, Head Office, Soi Soonvijai 7, New Petchburi Road, Bang Kapi Subdistrict, Huai Khwang District, Bangkok.

Directors attending the meeting in the live broadcasting room:

1. Professor Emeritus Santasiri Sornmani, M.D. Independent Director/ Chairman of the Board of Directors

2.

Mr. Chuladej Yossundharakul, M.D.

Vice Chairman of the Board of Directors/

Member of the Executive Committee and

Member of the Nomination and

Remuneration Committee

3.

Miss Poramaporn Prasarttong-Osoth, M.D.

President and Chairperson of the

Executive Committee

4.

Mrs. Narumol Noi-am

Director/ Member of the Executive

Committee/ Member of the Risk

Management

Committee/

Senior

Executive Vice President and Chief

Financial Officer

5.

Mr. Chavalit Sethameteekul

Independent Director/ Chairman of the

Audit Committee and Member of the

Nomination and Remuneration Committee

6.

Mr. Pradit Theekakul

Director/ Chairman of the Risk

Management Committee and Member of

the Corporate Governance Committee

7.

Mr. Predee Daochai

Independent Director/ Chairman of the

Nomination

and

Remuneration

Committee and Chairman of the

Corporate Governance Committee

8.

Mr. Chairat Panthuraamphorn, M.D.

Director/ Member of the Executive

Committee and Chief Operating Officer

9.

Mr. Att Thongtang

Director

10.

Mr. Subhak Siwaraksa, Ph.D.

Independent Director/ Member of the

Audit Committee and Member of the Risk

Management Committee

11.

Mr. Veerathai Santiprabhob, Ph.D.

Independent Director and Member of the

Audit Committee

12.

Mr. Puttipong Prasarttong-Osoth

Director

Directors attending the meeting via video conference:

1.

Mr. Sripop Sarasas

Director/ Member of the Risk Management

Committee/ Member of the Corporate

Governance Committee and Chief

Administrative Officer

2.

Mr. Thongchai Jira-alongkorn

Director and Member of the Executive

Committee

Directors who did not attend the meeting:

1. Mr. Kan Trakulhoon

Independent Director

There were 15 directors of the Company. 14 directors attended the meeting, representing 93.33 percent of the total number of directors.

Attendees:

1.

Miss Kessara Wongsekate

Assistant Vice President and Company

Secretary

2.

Mrs. Wannapa Pavavech

Assistant

Chief

Financial

Officer,

Accounting

3.

Miss Ajaya Intaraprasong

Assistant Vice President, Investor Relations

4.

Miss Siripat Phaisuwat, Ph.D.

Director, Innovation Management Department

Auditors from EY Office Limited:

1.

Mr. Wichart Lokatekrawee

Partner

2.

Mr. Chawalit Chaluayampornbut

Partner

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Legal advisor from Weerawong, Chinnavat & Partners Ltd.:

1. Miss Pratumporn Somboonpoonpol

Partner

Preliminary proceedings:

Miss Kessara Wongsekate, the Company Secretary, informed the Meeting that there were 2,720 shareholders attending the Meeting in person and by proxy, representing 10,814,817,250 ordinary shares, equivalent to 68.05% 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 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 2024 Annual General Meeting of Shareholders (the "Meeting") 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. The Shareholders can log-in to the E-voting system using the same username and password which are used for registration.
  2. Voting in this Meeting shall be counted as one share is equivalent to one vote.
  3. The Meeting will consider matters in the order specified in the notice of the Meeting. Each agenda item will be presented, providing an opportunity for the shareholders to ask questions before voting. The results will be announced during the Meeting after the vote counting for each agenda item is completed.
  4. During the voting process, the shareholders shall select the agenda item which wish to vote and then press the "Vote" button. The system will display three voting options: "Approve",
    "Disapprove", and "Abstain". In vote counting, the Company will deduct 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 votes of approval.

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For those holding proxies from multiple shareholders, the system will display a list of all shareholders who have provided their proxies. The proxies can vote collectively on behalf of all shareholders or vote separately for each shareholder.

  1. To cancel a vote, the shareholder shall press the "Cancel Voting" button. If a shareholder has not voted within the specified time, including those who cancel their votes and fail to submit a new vote, the Company will assume that the shareholder agree with the respective agenda item. In this regard, votes can be modified until the Company announces the closure of voting for each agenda item. The Company provides a two-minute voting in each agenda item, except for voting in the director election agenda item, which is provided a four-minute voting. Once voting for each agenda item is closed, the Company will announce the results to the Meeting.
  2. In the event that the shareholders leave the Meeting before voting on any agenda item is closed, their votes will not be counted as a quorum for the said agenda item, nor will be counted for the remaining agenda items. However, leaving the quorum for any agenda item will not prevent the shareholders or proxies from returning to the Meeting and voting on subsequent agenda items.
  3. In the event that there are numerous questions related to a particular agenda item submitted to the system with similar concerns, the Company may consider selecting or consolidating questions to keep the Meeting concise. If there are numerous questions, the Company will gather them and address them in the subsequent shareholder meeting report.
  4. In the event that the shareholders encounter difficulties in accessing the Meeting or voting system, please study and follow the instructions provided with the notice of the Meeting or select the "Help" menu in the system. The Shareholders can contact Inventech call center staff at 02-931-9138 or via the LINE Official account @inventechconnect.
  5. If a system failure occurs during the shareholder's meeting, the shareholders will receive an email notification containing a backup link to return to the meeting via the backup system.

The Chairman then informed the Meeting that, in preparation for this 2024 Annual General Meeting of Shareholders, from 1 December 2023 to 14 January 2024, 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:

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Agenda Item 1: To acknowledge the Company's 2023 performance

The Chairman assigned Miss Poramaporn Prasarttong-Osoth, M.D., the President, to inform the Meeting of the Company's performance during the year 2023.

Miss Poramaporn Prasarttong-Osoth, M.D., President, presented to the Meeting an overview of the performance of the Company during the year 2023. The important details are summarized as follows:

Overview of the Company

  • As of 31 December 2023, the Company ("BDMS") had 58 hospitals in its network, operating under various brands, which consisted of Bangkok Hospital, Samitivej Hospital, Phyathai Hospital, Paolo Hospital, BNH Hospital, and Royal Hospital, which were hospitals in Cambodia, with a total of approximately 8,600 hospital beds. From the total number of 58 hospitals, 14 of which are determined as hospitals with the Center of Excellence.
  • At the end of 2023, the BDMS group had more than 12,000 physicians, 10,000 nurses and 26,000 employees.
  • The Company has businesses that supports hospitals and health services, namely, National Healthcare Systems Co., Ltd., A.N.B. Laboratories Co., Ltd., The Medicpharma Co., Ltd. which is pharmaceutical factory, Save Drug pharmacy, BDMS Wellness Clinic and BDMS Wellness Resort.

Operational Strategy

BDMS has planned operational strategies for year 2024 as follows:

Expanding Health Services

  • From the total number of 58 hospitals in its network, the Company has the hospitals with secondary care, tertiary care, and super tertiary care which are the Center of Excellence. The Company aims to expand its health services to be comprehensive, not solely focusing on curative care but also extending the scope of services into preventive care, which covers early disease detection, prevention, and health promotion. These activities will be provided in hospitals and wellness clinics. In addition, after receiving medical treatment, patients may still require care before returning to their normal lives. Therefore, the Company also provides care and rehabilitation services called Transitional Care & Rehabilitative.

The Center of Excellence

  • The Center of Excellence consists of 14 hospitals across Thailand and 1 hospital in Cambodia. There are 5 groups of disease that BDMS emphasizes on the Center of Excellence, namely heart

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diseases, cancer, brain diseases, bone diseases, and trauma. In 2023, the Company generated 60% of its total revenue from the Center of Excellence. The EBITDA margin from the Center of Excellence was approximately 26% of revenue, which accounted for 63% of the Company's total EBITDA

Striving for sustainability

  • Medical Innovation: The Company strives to sustainability through relying on medical innovation medical to promote sustainable growth of its business, namely:
    • BeDee: An application provides healthcare services, focusing on convenience, and accessible anytime and anywhere, e.g. providing consultations on medical treatment by physicians and making appointments with physicians (Teleconsultation), providing consultation with the pharmacist (Telepharmacy), a store that sells health-related goods and products (Health Mall) and health examination appointment services and information on health examination results for each service recipient (Health Passport).
    • Smart Hospital: Implementing medical innovation to develop hospital services, e.g. accessing hospital services in the form of an application, namely, "My B+" by Bangkok Hospital Group, "Well" by Samitivej Hospital Group, and "HealthUp" by Phyathai Hospital and Paolo Hospital Group. These applications will help support healthcare services for service recipients covered by health insurance more conveniently. Previously, documents were required for insurance claims, but this will be changed to claim through the electronic systems. In the health service sector, there will be Teleconsultation services, allowing consultations with physicians through the electronic system, providing blood test services at residences, including delivery of medicines to residences. In addition, patients receiving services at the hospital can also make payments through the electronic systems by E-billing or E-payment systems using various forms such as QR codes or credit cards.
    • Innovation: The Company has invested in innovative development with both domestic and foreign startup companies to enhance efficiency of BDMS's healthcare services and lead to sustainable healthcare. In addition, the Company also cooperates with various institutions, namely, domestic and foreign universities, along with partners who assist BDMS in developing healthcare in other areas. As a result of these investments and cooperations, the Company will have more new products or services.
  • Third Party Player Base Expanding: the BDMS group focuses on customers in the health insurance group. In 2018, the Company had customers in the health insurance group in the number of 29 percent of total customers. In 2023, the Company's customers in the health insurance group have grown to 36 percent of total customers. In addition, the Company also has a group of customers who are insured persons or social security. In 2024, it is expected that the number of

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insured customers of the Company will be approximately 900,000 and the Company aims to have more than 1,000,000 insured customers by 2025, with the network hospitals accepting social security increasing from 11 hospitals to 13 hospitals.

Hospital Investment Expansion and Development

  • In February 2023, the Company opened Bangkok Rayong Cancer Hospital, located only 5-10 minutes from Bangkok Rayong Hospital. This hospital is the second cancer center of the BDMS group in addition to Bangkok Wattanosoth Cancer Hospital located in Bangkok. Bangkok Rayong Cancer Hospital provides radiotherapy, chemotherapy, and care services for cancer patients, offering services to patients with all types of rights whether patients who pay for their medical expenses, utilize social security benefits, or utilize National Health Security Office benefits (NHSO), as well as those with health insurance.
  • In June 2023, the Company opened Bangkok Hospital Pluakdaeng, located in the Eastern Economic Corridor (EEC). In the year 2024, Bangkok Hospital Pluakdaeng has started accepting social security patients.
  • In March 2024, the Company opened Phyathai Sriracha 2 Hospital, located in the vicinity of Phyathai Sriracha 1 Hospital, to provide services to social security patients, with 113 beds.
  • In the third quarter of 2024, the Company schedules to open the Phuket Cancer Center, at Bangkok Hospital Siriroj, in Phuket Province that will be the third cancer center of BDMS.
  • In the fourth quarter of 2024, the Company schedules to open Samitivej International Children's Hospital with 100 beds, in the same vicinity as Samitivej Srinakarin Hospital.
  • The Company plans for expansion and development of the hospitals within a span of 3 years. In 2025, the Company intends to open Phyathai Hospital Bowin in the eastern region, which would accommodate 220 beds exclusively for social security patients. Additionally, the Company plans to increase the number of beds at Bangkok Hospital Chiang Mai by 90 beds. During 2026 and 2027, the Company will open a new hospital, Bangkok Khao Yai Hospital, which will initially provide 53 beds and plans to increase the number of beds at Phyathai 1 Hospital by 160 beds.

Sustainable Development

  • In 2023, the Company was assessed in the Dow Jones Sustainability Indices (DJSI) by S&P Global Corporate Sustainability Assessment (CSA) in the top 1% of Health Care Providers and Services Sector, being selected as a member of the DJSI Emerging Markets group for the third consecutive year and joined the DJSI World group for the first year.
  • Furthermore, the Stock Exchange of Thailand rated the Company as a Thailand Sustainability Investment (SET ESG Rating 2023) at the "AA" tier for the fourth consecutive year in 2023.

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Implementation on Environment, Social and Governance

Environment

  • The Company has a development plan for sustainable growth according to United Nations (UN) principles, grouped into 3 categories: environment, social, and governance. In 2023, with the participation of 18 hospitals and affiliated companies in the Green Healthcare project, achieved a 24 percent reduction in greenhouse gas emissions and a 3,550,600 unit decrease in energy consumption in comparison to 2022. Furthermore, it is feasible to increase the percentage of recycled waste proportion by 25 percent or more than 2,000 tons. As for the operational plan for 2024, the Company strives to increase the participation of affiliated business of BDMS in the Green Healthcare project which is expected to be implemented in approximately 75 percent of all of affiliated business. In addition, in pursuit of reaching net zero greenhouse gas emissions by 2050 (2050 Net Zero), the Company will increase the area of installation of renewable electricity systems and electric vehicles by 20 percent as well as promote activities to reduce waste and increase the proportion of recycled waste to 24 percent of non-hazardous waste. Furthermore, the Company will collect greenhouse gas emission data and assess climate change risks in order to fulfill international environmental reporting to be more complete.

Social

  • In 2023, the Company received the highest score in the social dimension of Health Care Providers

& Services sector from the DJSI's sustainability assessment. In the previous year, the Company had announced a policy and created a culture of managing diversity and accepting differences throughout the supply chain, and from a satisfaction survey of those receiving services in hospitals in BDMS group, it was found that the Company received a score of satisfaction in receiving health services at 93.81 percent. For social activities, the Company has provided basic life support training to a total of 66,192 people throughout Thailand. In addition, a total of 170 knee replacement surgeries were performed for impoverished patients and 102 scholarships were awarded to universities and nursing colleges. For the 2024 operational plan, the Company will announce its commitment to human rights, non-discrimination and anti-harassment policy, human rights risk management covers all stakeholder groups, enhancing access to health services both physical and mental health through the BeDee Health Ecosystem application and promoting the development of innovation for society through the BDMS Awards.

Governance

  • In 2023, the Company received an "Excellent" corporate governance rating from the Thai Institute of Directors Association, as well as the Best Innovation Company Awards from SET Awards 2023 for the innovative development project of hip replacement with a new technique and without tissues being cut (Direct anterior approach hip replacement). The Company has

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delivered value to service recipients, communities, and society through the implementation of a total of 657 innovation development projects. In addition, the Company has raised sustainability awareness among all its key direct suppliers, all of which have been evaluated for ESG risk. For the year 2024, the company has plans to elevate enterprise-level IT management for sustainability, integrate enterprise risk management across the entire supply chain, and drive a culture of innovation to promote sustainable business efficiency. To become a smart hospital, the Company cooperated with leading startup companies of the country. In addition, the Company is committed to environmentally friendly procurement (Green Procurement) and promotes the procurement of products in the domestic products.

Awards to Our Great Pride

In the past year, the Company has received the following awards:

  • One of the World's Best Hospitals 2023 - Thailand from Newsweek & Statista magazine.
  • Thailand's Most Admired Company 2022-2023 from BrandAge.
  • Best Innovative Company Awards and Best Investor Relations Awards from SET Award 2023 by the Stock Exchange of Thailand
  • Awards from the IAA Awards for Listed Companies 2022 - 2023 by the Investment Analyst Association (IAA) as follows:
    • IAA Awards for Listed Companies- Outstanding CEO
    • lAA Awards for Listed Companies - Best CFO
    • lAA Awards for Listed Companies - Best Investor Relations
  • The Most Honored Company Award: Healthcare, Pharma & Biotech Sector in Asia (Ex - Japan) from Institutional Investor Magazine.
  • The Best Healthcare Company in Thailand Award from the 2023 Finance Asia's Best
    Companies in Asia Poll by Finance Asia Magazine.
  • Awards from "Asia's Outstanding Companies Poll 2023" by Asiamoney as follows:
    • Overall Most Outstanding Company in Thailand
    • Best for ESG in Thailand
    • Most Outstanding Company in Thailand - Healthcare Sector
  • Awards from "Asia's Greatest Brands and Leaders 2023" by Asia One Magazine and URS
    Media Consulting International for the medical business group as follows:
    • Asia's Greatest Brands 2023
    • Asia's Greatest CFO 2023

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The Chairman then gave the shareholders an opportunity to ask questions or express opinions in relation to this agenda item. No shareholders asked questions or expressed opinion; the Chairman then requested the Meeting to acknowledge the Company's 2023 performance.

Resolution:The Meeting acknowledged the Company's 2023 performance.

Agenda Item 2: To consider approving the Company and its subsidiaries' audited

consolidated financial statements for 2023

The Chairman proposed that the Meeting consider and approve the consolidated financial statements for the year 2023, as detailed in the Financial Statements and the Auditor's Report in the Annual Registration Statements (Form 56-1 One Report), as delivered to the shareholders in the form of QR Code together with the notice of the Meeting, and asked Mr. Chavalit Sethameteekul, the Chairman of the Audit Committee, to explain the information in support of the Meeting's consideration.

Mr. Chavalit Sethameteekul, the Chairman of the Audit Committee, informed the Meeting that the Audit Committee had considered the information in the auditor's report and the consolidated financial statements for the year ended 31 December 2023, which had been audited by Mr. Wichart Lokatekrawee, the Company's certified public accountant from EY Office Limited, and was of the view that the financial statements had been prepared in accordance with accounting standards and reflected accurate information by disclosing sufficient material facts. The auditor was also of the view that the financial statements accurately represented the Company's financial position, operating results, and cash flow, in accordance with financial reporting standards. Also, the Audit Committee was of the view that the related party transactions that occurred in the year 2023 and that appear in the Annual Registration Statements (Form 56-1 One Report) were reasonable and had been made on an arm's length basis. A summary of the income statement and statement of financial position as at the end of the year 2023 for consideration by the meeting is as follows:

Summary of the 2023 Income Statement

(Unit: Million Baht)

Consolidated Financial

Change

Statements

2022

2023

Operating income

102,110

10%

92,968

Total revenue

102,154

92,976

10%

Cost of hospital operations and goods sold

63,412

58,329

9%

Administrative expenses

19,806

17,655

12%

Profit for the year

14,897

13,254

12%

Net profit attributable to the Company's shareholders

14,375

12,606

14%

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Bangkok Dusit Medical Services pcl published this content on 19 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2024 07:43:01 UTC.