Bangkok Dusit Medical Services : Minutes of 1/2023 Extraordinary General Meeting of Shareholders

(-Translation-)

Minutes of Extraordinary General Meeting of Shareholders No. 1/2023

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

Date, time, and venue:

The Meeting was held on 6 September 2023, at 13:30 hours, via electronic means in accordance with the Emergency Decree on Electronic Meetings B.E. 2563.

Directors attending the meeting in the live broadcasting room:

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. Chavalit Sethameteekul	Independent Director / Chairman of the Audit
		Committee and Member of the Nomination and
		Remuneration Committee
7.	Mr. Pradit Theekakul	Director / Chairman of the Risk Management
		Committee and Member of the Corporate
		Governance Committee
8.	Mr. Predee Daochai	Independent Director and Chairman of the
		Nomination and Remuneration Committee

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9.	Mr. Sripop Sarasas	Director / Member of the Risk Management
		Committee / Member of the Corporate Governance
		Committee and Chief Administrative Officer
10.	Mr. Thongchai Jira-alongkorn	Director and Member of the Executive
		Committee
11.	Mr. Subhak Siwaraksa, Ph.D.	Independent Director / Member of the Audit
		Committee and Member of the Risk
		Management Committee
12.	Mr. Chairat Panthuraamphorn, M.D.	Director / Member of the Executive Committee
		and Chief Operating Officer

Directors attending the meeting via video conference:

1.	Mr. Kan Trakulhoon	Independent Director
2.	Mr. Att Thongtang	Director
3.	Mr. Puttipong Prasarttong-Osoth	Director
4.	Mr. Veerathai Santiprabhob, Ph.D.	Independent Director and Member of the Audit
		Committee

There were 16 directors of the Company, all of whom 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

Legal advisor from Weerawong, Chinnavat & Partners Ltd.:

1.

Miss Pratumporn Somboonpoonpol

Counsel

Preliminary proceedings:

Miss Kessara Wongsekate, the Company Secretary, informed the Meeting that there were 1,766 shareholders attending the Meeting in person and by proxy, holding a total of 10,390,391,609 ordinary shares, equivalent to 65.38 percent of the total issued and paid-up 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 less than 25 shareholders 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.

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Professor Emeritus Santasiri Sornmani, M.D., the Chairman of the Board of Directors, who presided as the Chairman of the Meeting (the "Chairman"), declared Extraordinary General Meeting of Shareholders No. 1/2023 duly convened. He informed the Meeting that this shareholders' meeting was being conducted via electronic means in accordance with the Emergency Decree on Electronic Meetings B.E. 2563 and was being broadcast from the meeting room on floor 7th of the Rehabilitation Center Building, the Bangkok Hospital Head Office. He introduced the directors, executives of the Company, and an external attendee, a representative of 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.

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

1. Shareholders can log in to the E-voting system using the username and password they used for registration.
2. Each vote in this Meeting is counted as one share equaling one vote.
3. The Meeting will consider matters in the order they appear in the notice of the Meeting. Each agenda item will be presented and opportunities for shareholders to ask questions before voting will be provided. The results will be shared after the vote counting for each agenda item is completed.
4. When voting, shareholders must select the agenda item and then press the "Vote" button. The system will display three voting options: "Approve", "Disapprove", and "Abstain". For vote counting, the Company will deduct the "Disapprove" and "Abstain" votes from the total. The remainder will be considered as "Approve" votes.
   For those who hold proxies from multiple shareholders, the system will display a list of all shareholders who have given their proxies. The proxy holder can vote collectively on behalf of all shareholders or vote for each shareholder separately.
5. To cancel a vote, the shareholder must press the "Cancel Voting" button. If a shareholder hasn't voted within the specified time, including those who cancel their votes and fail to submit a new one, the Company will assume that you agree with the respective agenda item. In this regard, votes can be modified up until the Company announces the closure of voting for each agenda item. The Company provides a four-minute voting window. Once voting for an agenda item is closed, the Company will announce the results to the Meeting.
6. In the event that shareholders leave the Meeting before voting on any agenda item is closed, their votes will not count towards the quorum for that agenda item, nor will they be counted for the remaining agenda items. However, departing during one agenda item does not prevent shareholders or proxies from returning to the Meeting and voting on subsequent items.
7. In the event that there are many questions related to a particular agenda item with similar concerns, the Company may choose to consolidate or select representative questions to keep the Meeting concise. If an overwhelming number of questions arise, the Company will compile them and provide answers in the minutes of the shareholders' meeting.

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1. Shareholders experiencing difficulties accessing the Meeting or voting system should study and follow the instructions provided with the notice of the Meeting or select the "Help" menu in the system. Assistance can also be sought from the Inventech call center at 02-931-9136 or via the LINE official account @inventechconnect.
2. If there is a system failure during the Meeting, shareholders will be notified via email with a backup link to rejoin the Meeting using an alternative system.

Thereafter, the Chairman proceeded with the Meeting in accordance with the following agenda items.

Agenda Item 1: To consider approving the amendment to Article 9 of the Company's Articles of Association (non-Thaishareholding restriction)

The Chairman proposed that the Meeting consider approving the amendment to Article 9 of the Company's Articles of Association (non-Thai shareholding restriction) and delegated Miss Kessara Wongsekate, the Company Secretary, to present the details to the Meeting for consideration.

Miss Kessara Wongsekate, the Company Secretary, informed the Meeting that Article 9 of the Company's Articles of Association prescribes a non-Thai shareholding restriction at 25 percent of the total issued shares of the Company. At present, the Company's non-Thai shareholding has reached a level close to this restriction. As of 31 August 2023, the non-Thai shareholding stands at 24.3 percent of the total issued shares of the Company. If the foreign restriction remains unchanged, the Company's securities may lack investment flexibility. In addition, the second paragraph of Article 9 of the Company's Articles of Association specifies the principle for the transfer of shares by foreigners who acquire shares through the exercise of the conversion rights of convertible debentures. However, the Company's convertible debenture project is now complete. Thus, theprovision of the second paragraph of Article 9 of the Company's Articles of Association is outdated and unenforcable. It is necessary to repeal this to avoid confusion.

The Board of Directors deemed it appropriate to propose that the Meeting approve the amendment to Article 9 of the Company's Articles of Association. This amendment would increase the non-Thai shareholding limit from the current 25 percent of the total issued shares of the Company to 30 percent of the total issued shares of the Company and repeal the second paragraph of Article 9 concerning the transfer of shares by foreigners who acquire shares by means of the exercise of the conversion rights of convertible debentures. The details of the proposed amendment to Article 9 of the Company's Articles of Association are as follows:

Current Provision	Proposed Amendment
Chapter 3 : Transfer of Shares	Chapter 3 : Transfer of Shares
Article 9. The shares of the Company may be	Article 9. The shares of the Company may be
transferred without any restriction, except for any	transferred without any restriction, except for
transfer of shares resulting in non-Thai	any transfer of shares resulting in non-Thai
shareholder(s) holding more than 25 percentof	shareholder(s) holding more than 30 percentof
the total issued shares of the Company.	the total issued shares of the Company.

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Current Provision	Proposed Amendment

The non-Thai persons may acquire ordinary shares of the Company in excess of the restricted proportion prescribed above by converting the convertible debentures which are issued pursuant to the Extraordinary General Meeting of Shareholders No. 1/2014 held on 5 August 2014, even though the proportion of the shareholding by the non-Thai persons has reached 25 percent of the total issued shares of the Company. However, such shareholding shall not cause the total number of the shareholding proportion of the non-Thai persons to exceed 30 percent of the total issued shares of the Company. The holding of shares by the non-Thai persons exceeding 25 percent up to 30 percent shall apply to the case of any transfer of shares by non- Thai persons, who have acquired new shares by means of the exercise of conversion right of convertible debentures under this paragraph two, by their transferees and subsequent transferees in every stage of transfers.

In this regard, the Board of Directors deemed it appropriate to propose to the Meeting to approve the person authorized by the director acting on behalf of the Company to be authorized to register the amendment of the Articles of Association with the Department of Business Development, Ministry of Commerce, and also have the power to amend the wording to comply with the orders of the Registrar.

The Chairman then gave the shareholders an opportunity to ask questions and express opinions related to this agenda item.

Mr. Noppadol Pakornnimitdee, a shareholder, inquired about the non-Thai shareholding proportion increase after the 2023 Annual General Meeting of Shareholders and whether the Company was aware of this change. He also wanted to know why the Company held this Extraordinary General Meeting of Shareholders No. 1/2023 and was the non-Thai shareholding proportion increased due to the exercise of the conversion rights of convertible debentures?

Miss Kessara Wongsekate, the Company Secretary, informed the Meeting that as of the date of the 2023 Annual General Meeting of Shareholders, the non-Thai shareholding proportion stood at 21.4 percent of the total issued shares of the Company. From April until now, the non-Thai shareholding proportion has increased to 24.3 percent of the total issued shares of the Company. Typically, the non-Thai shareholding proportion will increase by approximately 1 percent per year. As such, this was an unforeseen event for the Company. In this Meeting, the Company wishes to increase the non-Thai shareholding proportion and proposes to amend Article 9 of the Company's Articles of Association (non-Thai shareholding restriction). Moreover, the increase in the non-Thai shareholding proportion did not result from the exercise of the conversion rights of convertible debentures. The Company's convertible debenture project was completed in 2019. Therefore, the increase in the non-Thai shareholding proportion is consistent with general securities trading conditions.

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