NOTICE TO CONVENE THE VIRTUAL ANNUAL GENERAL MEETING OF BONITAS MEDICAL FUND

You are hereby notified that Bonitas Medical Fund (“Bonitas” or “the Scheme”) hereby convenes its Annual General Meeting (“AGM”) which will take place virtually, in respect of its 2024 financial year to take place on Wednesday, 20 August 2025 at 10h00 in accordance with the Scheme Rules and the contents of this Notice.

The Board of Trustees (“Board”) encourages principal members (“Members”) to attend this AGM as participation is important in ensuring a successful event.

The Scheme has appointed PricewaterhouseCoopers Advisory Services (Pty) Ltd (“PwC”) as the Independent Oversight Body (“IOB”) to provide governance oversight in respect of the AGM proceedings and matters related thereto.

DETAILS OF THE AGM

Date: Wednesday, 20 August 2025

Time: The AGM Live Webcast Streaming platform will be open from 09h30 and the meeting will commence at 10h00

Link to the AGM Live Webcast: bonitas.vagm.africa

You are hereby furnished with this Notice to convene the AGM, including the Agenda for the meeting.

RELEVANT DOCUMENTS IN RESPECT OF THE AGM

Please be advised that the following documents, in respect of the AGM, are available on the Scheme’s website at www.bonitas.co.za/AGM

• The AGM Procedure document; and
• The Integrated Report for the year ended 31 December 2024, and The Trustee Remuneration Policy of the
  Scheme, including Memorandum.
  
  

If you are unable to access the Integrated Report on the Bonitas website, you may request a copy by calling the IOB on 011 287 0974.

THE AGENDA FOR THE AGM WILL BE AS FOLLOWS:

1. To receive and note the Board of Trustees’ report for the year ended 31 December 2024 (included as part of the Integrated Report for the 2024 financial year)
   This report provides an outline of the Scheme’s financial performance for the 2024 financial year. It also provides insights on the key focus areas to ensure the sustainability of the Scheme as well as measures that will be taken to improve the experience of Members within the context of the challenges faced by the healthcare industry. The report further provides feedback on key initiatives implemented in support of the Scheme’s strategic objectives as well as feedback on various operational matters.
   
   
2. To receive and note the Independent Auditor’s report for the year ended 31 December 2024 (included as part of the Integrated Report for the 2024 financial year)
   Deloitte & Touché were the Scheme’s auditors for the 2024 financial year and were responsible for reporting on whether the Annual Financial Statements fairly represents the financial position of the Scheme in accordance with the applicable financial reporting framework.
   
   
3. To receive and note the audited Financial Statements for the year ended 31 December 2024 (included as part of the Integrated Report for the 2024 financial year)
   The Scheme’s audited Financial Statements for the year ended 31 December 2024 have been prepared. The Integrated Report for the 2024 financial year, including the audited Financial Statements of the Scheme for the year ended 31 December 2024, were approved by the Board on 22 April 2025.  The Annual Financial Statements (“AFS”) are subject to change as may be directed by the Council for Medical Schemes (“CMS”) after it has been considered. If any material changes are required to the AFS by the CMS, the Scheme will inform you accordingly.
   
   
4. Confirmation of the appointment of the Auditor for 2025 (Resolution 1)
   Considering and confirming the appointment of Deloitte & Touché as the Scheme’s Auditor for the 2025 financial year.
   
   
5. To consider for approval certain remuneration payable to certain officials (Resolution 2)
   The Trustee Remuneration Policy was last approved by the Members at the AGM held on 21 August 2024 and no fundamental changes have been performed on this Policy since this date. In terms of section 8.3 of the Policy, the Policy shall be approved by Members at the AGM and shall only require approval by Members at the AGM for subsequent years if there are fundamental changes to the Policy or if increases for such remuneration are above inflation rate. As an outcome of the current review process of the Policy there are two matters which require the approval of Members, being:
   
   A Memorandum setting out the details of the abovementioned proposed Resolutions is included in the Meeting Pack.
   
   5.1 As Resolution 2.1 – Trustee Remuneration Policy: To approve an increase in the fees of the Chair of the Board above the CPI rate; and
   
   5.2 As Resolution 2.2 – Trustee Remuneration Policy: To approve an increase in the fees of the Trustee members of the Managed Healthcare Committee above the CPI rate.
   
   
6. To consider any other matters of which due notice has been given in terms of the Scheme Rules
   The Scheme Rules allow for any Member of Bonitas to place a matter on the Agenda for consideration at the AGM, provided that the matter is competent, and the process detailed below is followed.

SUBMITTING A NOTICE OF MOTION

Members in good standing wishing to place matters on the Agenda for consideration at the AGM must ensure that the request is received by the Scheme, marked for the attention of the Principal Officer, no later than 14 days before the date of the AGM. Members who wish to place matters on the Agenda must provide full details of the issues to be raised, the reasons for this and the desired actions and outcomes related to the motion. This is to ensure that Members receiving notification of these Agenda items are able to make an informed decision on the matter put before them. Notices of Motions that are not consistent with the Scheme Rules or the Medical Schemes Act will not be accepted.

Matters sought to be placed on the Agenda must reach the Principal Officer by no later than 16h00 on Wednesday, 6 August 2025. This can be emailed to agm@bonitas.org.za.

PROXIES

In terms of Scheme Rule 27.6.3, where voting is to occur by electronic means at a general meeting, “the Scheme shall not allow proxies to be lodged as all Members shall have the opportunity to participate individually.” Accordingly, for purposes of this AGM, no proxies will be allowed, and all Members seeking to participate will have to access the digital platforms and cast their votes by means of the electronic methods provided.

VIRTUAL ATTENDANCE AT THE AGM

The AGM will be conducted via a digital platform and only Members of the Scheme who are in good standing may attend the AGM. The AGM Procedure document sets out the processes that Members should follow to virtually attend and participate at the AGM.

VOTING FOR RESOLUTIONS

The voting will be conducted via digital platforms, and only Members of the Scheme who are in good standing may participate and vote. Voting will take place by electronic means only. Members will be able to cast their votes via the digital voting platforms for a period commencing on Wednesday, 13 August 2025 and closing on Wednesday, 20 August 2025, the day of the AGM at 16h00. The AGM Procedure document sets out the processes that Members should follow to cast their votes for the Resolutions. The details to access the digital platforms will be sent to Members in accordance with the processes set out in the AGM Procedure document.  Members must remain in good standing until the close of voting for their votes to be considered as being valid.

ALL QUERIES MUST BE DIRECTED AS FOLLOWS