Samitivej : Reporting Form for Delisting of Shares from Listed Securities (F10-7)

(translation)

(F10-7)

Reporting Form for Delisting of Shares from Listed Securities

Samitivej Public Company Limited

19 August 2022

To:	The President
	The Stock Exchange of Thailand

We, Samitivej Public Company Limited (the "Company"), hereby submit the Reporting Form for the Delisting of Shares from Listed Securities. The details are as follows:

1. Type of Company Security

1. Ordinary shares/Preference shares
2. 1. Ordinary shares in the amount of 100,000,000 shares at the par value of 10 Baht per share, totaling 1,000,000,000 Baht
      Preference shares - None -
   2. Becoming listed securities on the SET since 15 June 1990
   3. The latest trading price: 472 Baht per share on 18 August 2022
3. Debentures/Convertible Debentures

- None -

1. Warrants
2. • None -
3. Other types of securities (please specify)
4. • None -

2. Approval from the Shareholders' Meeting on the Delisting of Shares from Listed Securities

The Extraordinary General Meeting of Shareholders No.1/2022 of which was held on 19 August 2022, has resolved to approve the delisting of the Company's securities from listed securities. The details are as follows:

1. A total of 1,546 shareholders, holding 100,000,000 shares (as at the latest Record Date on 18 July 2022).
2. The number of minority shareholders holding shares of not more than 5 out of 1,000 of the total paid- up capital but no less than 1 board lot: 1,231 shareholders 4,228,495 shares, representing 4.23 percent of the total paid-up capital (as at the latest Record Date on 18 July 2022).
3. Number of shareholders attended the meeting:
4. • Number of shareholders attended the meeting in person: 24 persons, 280,908 shares representing 0.2809 percent of the paid-up capital.

(translation)

• Number of shareholders attended the meeting by proxy: 39 persons, 96,418,231 shares representing 96.4182 percent of the paid-up capital.
• Total 63 shareholders, 96,699,139 shares representing 96.6991 percent of the paid-up capital.

2.4 Resolution of the shareholders' meeting to Delisting of Shares from Listed Securities

• General case:
• • Number of approved shareholders 49 persons, 96,558,338 shares representing 96.5583 percent of the paid-up capital.
  • Number of disapproved shareholders 10 persons, 139,999 shares representing 0.1399 percent of the paid-up capital.
• Shareholding restructuring case1/:

Number of approved shareholders [.] persons, [.] shares representing [.] % of shareholders attending the meeting and entitled to vote

1/ The establishment of a new holding company and such company issuing new shares in exchange for the shares of the listed company at the ratio of 1 to 1 and the newly established company will be listed instead.

3. Reasons and facts concerning the delisting of shares

In accordance with the proposal from Bangkok Dusit Medical Services Public Company Limited ("BDMS"), a major shareholder of the Company holding 95,764,033 shares, totaling 95.76 percent of the total issued shares of the Company, BDMS has an intention to delist the shares from being the listed securities on the Stock Exchange of Thailand ("SET"), for the purpose of solving the issue with respect to and alleviate the burden to be incurred as a result of the incompliance of the free float requirement under the rules on qualifications on maintaining the status of a listed company on the SET.

In this regard, BDMS will commence the Tender Offer for delisting of securities; which includes the remaining ordinary shares from other shareholders, approximately 4.24 percent of the total issue shares of the Company, upon the shareholders' meeting of the Company resolved to approve the delisting of securities and such delisting of securities has been approved by the SET and/or other relevant authorities (if any).

4. Making tender offers for shares and other securities which may be converted to shares of the Company from the general shareholders and securities holders

1. The offerors or group of offerors and relationship with the Company: Bangkok Dusit Medical Services Public Company Limited
2. The offering price of securities (separate into each type of securities):

The offering price of the ordinary shares of the Company is at THB 480 per share. In which the offeror may adjust the offering price in accordance with the criteria under the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers.

1. Name of the financial advisor of the offeror: Kiatnakin Phatra Securities Public Company Limited
2. Name of the independent financial advisor: Advisory Plus Co., Ltd.

(translation)

4.5 Tender Offer Period

The tender offer period will be as notified by the Tender Offeror for the next step, however, it is subject to completion of the conditions precedent as specified in Clause 3, with the tender offer period of 45 business days.

5. Top 10 major shareholders on the date of shareholder's meeting which had the resolution to Delisting of Shares from Listed Securities (as of 19 August 2022)

Name		Nationality	Profession	No. of shares		Shareholding
				held		Percentage
Bangkok Dusit Medical Services Public Company	Thai	Business	95,764,033	95.76
Limited
Mr. Chaivej Nuchprayoon		Thai	Trader	172,986	0.17
Mrs. Praphapim Liptapanlop		Thai	Trader	132,000	0.13
Mrs. Paweena Anakatham		Thai	Trader	130,400	0.13
Mrs. Panita Luareesuwan		Thai	Trader	127,000	0.13
Mr. Panu Luareesuwan		Thai	Trader	125,000	0.13
Mr. Ohm Kiangsiri		Thai	Trader	124,600	0.12
Bangkok Insurance Public Company Limited		Thai	Business	122,800	0.12
Mrs. Chantana Anakatham		Thai	Trader	109,500	0.11
MR. DAVID JOHN SCOTT		English	Trader	100,300	0.10
Source: Thailand Securities Depository Company Limited
6. Board of Directors of the Company as of 19 August 2022
Name			Position			Shareholding
						Percentage
Prof. Dr. Somchai Richupan	Chairman of the Board of Directors / Independent		0
			Director
Mr. Chairat Panthuraamphorn	Managing Director/ Chief Executive Officer/Director		0
Mr. Pradit Theekakul			Director			0
Mrs. Narumol Noi-am			Director			0
Mrs. Surangkana Techapaitoon			Director			0
Mr. Somchat Intrathut		Independent Director / Audit Committee		0
Mr. Kraithip Krairiksh		Independent Director / Audit Committee		0
Dr. Subhak Siwaraksa		Independent Director / Audit Committee		0

Source: The Stock Exchange of Thailand.

We confirm that the information contained in this report is accurate and complete in all respects.

Signature………(signature)…………………..Authorized Director

(Chairat Panthuraamphorn, M.D.) on behalf of the Company

(Authorized Director signed on behalf of the Company with seal)

Signature………(signature) ………….……..Authorized Director

(Surangkana Techapaitoon, M.D.) on behalf of the Company